Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
14 2월 2024 - 11:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G/A
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
SIMILARWEB
LTD.
(Name
of Issuer)
Ordinary
Shares
(Title
and Class of Securities)
M84137104
(CUSIP
Number)
December
31, 2023
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☐
Rule 13d-1(c)
☒
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
(Continued
on following pages)
CUSIP
No. M84137104 |
|
Schedule
13G/A |
|
|
|
1 |
NAME
OF REPORTING PERSON |
|
Or
Offer |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
|
(a)
☐ |
|
(b)
☐ |
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
|
Israel |
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
SOLE
VOTING POWER |
|
6,735,300
(1) |
6 |
SHARED
VOTING POWER |
|
-0- |
7 |
SOLE
DISPOSITIVE POWER |
|
6,735,300
(1) |
8 |
SHARED
DISPOSITIVE POWER |
|
-0- |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
6,735,300
(1) |
10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
|
|
☐ |
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
|
8.27%
(2) |
12 |
TYPE
OF REPORTING PERSON |
|
IN |
(1) |
Consists of 3,980,106 ordinary
shares held by Mr. Offer and 2,755,194 ordinary shares issuable upon the exercise of options that vest within 60 days of February 14,
2024. |
(2) |
Based on 78,674,586 ordinary
shares outstanding as of January 31, 2024 and 2,755,194 ordinary shares issuable upon the exercise of options that vest within 60 days
of February 14, 2024, which together constitute the outstanding securities under Securities Exchange Act Rule 13d-3(d)(1)(i). |
CUSIP
No. M84137104 |
|
Schedule
13G/A |
|
|
|
Item
1.
|
(a) |
The
name of the issuer is Similarweb Ltd. (the “Issuer”). |
|
(b) |
The
Issuer’s principal executive offices are located at: |
33
Derech Yitzhak Rabin
Givatayim,
5348303, Israel
Item
2.
|
(a) |
This
Amendment No. 2 (this “Amendment”) to the Statement of Beneficial Ownership on
Schedule 13G filed on February 14, 2022, as amended on February 14, 2023 (the “Statement”)
is being filed by the below-listed person with respect to the ordinary shares, NIS 0.01 par
value, of the Issuer (the “ordinary shares”) beneficially owned by the person
(the “Reporting Person”) filing this Amendment.
|
1.
Or Offer.
|
(b) |
The
principal business office for the Reporting Person is: |
33
Derech Yitzhak Rabin
Givatayim,
5348303, Israel
Israel
|
(d) |
This
Statement relates to the ordinary shares of the Issuer. |
|
(e) |
The
CUSIP Number of the ordinary shares is M84137104. |
Item
3. Filing Category.
Not
applicable.
CUSIP
No. M84137104 |
|
Schedule
13G/A |
|
|
|
Item
4. Ownership.
|
(a) |
Amount
beneficially owned: |
|
|
|
|
|
The
Reporting Person collectively may be deemed to beneficially own 6,735,300 ordinary shares. |
|
(b) |
Percent
of Class:
The
Reporting Person may be deemed to be the beneficial owner of the percentage of ordinary shares listed on such Reporting Person’s
cover page. Percentage amounts are calculated based upon 78,674,586 Ordinary Shares outstanding as of January 31, 2024 and 2,755,194
Ordinary Shares issuable upon the exercise of options that vest within 60 days of February 14, 2024, which together constitute the outstanding
securities under Securities Exchange Act Rule 13d-3(d)(1)(i). |
|
(c) |
Number
of shares as to which such person has: |
|
(i) |
Sole
power to vote or to direct the vote: |
See
Item 5 of each cover page.
|
(ii) |
Shared
power to vote or to direct the vote of shares: |
See
Item 6 of each cover page.
|
(iii) |
Sole
power to dispose or to direct the disposition of shares: |
See
Item 7 of each cover page.
|
(iv) |
Shared
power to dispose or to direct the disposition of shares: |
See
Item 8 of each cover page.
Item
5. |
Ownership
of 5 Percent or Less of a Class. |
Not
Applicable.
Item
6. |
Ownership
of More than 5 Percent on Behalf of Another Person. |
Not
Applicable.
Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not
Applicable.
CUSIP
No. M84137104 |
|
Schedule
13G/A |
|
|
|
Item
8. |
Identification
and Classification of Members of a Group. |
Not
Applicable.
Item
9. |
Notice
of Dissolution of Group. |
Not
Applicable.
Not
Applicable.
CUSIP
No. M84137104 |
|
Schedule
13G/A |
|
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 14, 2024
|
/s/
Or Offer |
|
Name:
Or Offer |
|
Title:
Natural Person |
CUSIP
No. M84137104 |
|
Schedule
13G/A |
|
|
|
EXHIBIT
INDEX TO SCHEDULE 13G/A
Not
Applicable
Similarweb (NYSE:SMWB)
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Similarweb (NYSE:SMWB)
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