o
|
Rule 13d-1(b)
|
o
|
Rule 13d-1(c)
|
x
|
Rule 13d-1(d)
|
CUSIP No. M2682V
|
13G
|
Page 2 of 11 Pages
|
1. | NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Vertex Israel II Management Ltd
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
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
2,772,863 Ordinary Shares (*)
|
|
6. |
SHARED VOTING POWER
See response to row 5
|
||
7. |
SOLE DISPOSITIVE POWER
2,772,863 Ordinary Shares (*)
|
||
8. |
SHARED DISPOSITIVE POWER
See response to row 7
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,772,863 Ordinary Shares (*)
|
||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.1%
|
||
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No. M2682V
|
13G
|
Page 3 of 11 Pages
|
1. | NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Vertex Israel II (C.I.) Fund L.P.
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
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
2,056,633 Ordinary Shares
|
|
6. |
SHARED VOTING POWER
See response to row 5
|
||
7. |
SOLE DISPOSITIVE POWER
2,056,633 Ordinary Shares
|
||
8. |
SHARED DISPOSITIVE POWER
See response to row 7
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,056,633 Ordinary Shares
|
||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
|
||
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. M2682V
|
13G
|
Page 4 of 11 Pages
|
1. | NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Vertex Israel II (A) Fund L.P.
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
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
371,039 Ordinary Shares
|
|
6. |
SHARED VOTING POWER
See response to row 5
|
||
7. |
SOLE DISPOSITIVE POWER
371,039 Ordinary Shares
|
||
8. |
SHARED DISPOSITIVE POWER
See response to row 7
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
371,039 Ordinary Shares
|
||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2%
|
||
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. M2682V
|
13G
|
Page 5 of 11 Pages
|
1. | NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Vertex Israel II (B) Fund L.P.
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
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
56,875 Ordinary Shares
|
|
6. |
SHARED VOTING POWER
See response to row 5
|
||
7. |
SOLE DISPOSITIVE POWER
56,875 Ordinary Shares
|
||
8. |
SHARED DISPOSITIVE POWER
See response to row 7
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,875 Ordinary Shares
|
||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
|
||
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. M2682V
|
13G
|
Page 6 of 11 Pages
|
1. | NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Vertex Israel II (Discount) Fund L.P.
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
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
262,569 Ordinary Shares
|
|
6. |
SHARED VOTING POWER
See response to row 5
|
||
7. |
SOLE DISPOSITIVE POWER
262,569 Ordinary Shares
|
||
8. |
SHARED DISPOSITIVE POWER
See response to row 7
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
262,569 Ordinary Shares
|
||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
|
||
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. M2682V
|
13G
|
Page 7 of 11 Pages
|
1. | NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Vertex Israel II (C.I.) Executive Fund L.P.
|
||
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
|
||
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
25,747 Ordinary Shares
|
|
6. |
SHARED VOTING POWER
See response to row 5
|
||
7. |
SOLE DISPOSITIVE POWER
25,747 Ordinary Shares
|
||
8. |
SHARED DISPOSITIVE POWER
See response to row 7
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,747 Ordinary Shares
|
||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
|
||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
||
12. |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. M2682V
|
13G
|
Page 8 of 11 Pages
|
Item 1(a)
|
Name of Issuer:
CyberArk Software Ltd
|
Item 1(b)
|
Address of Issuer’s Principle Executive Offices:
94 Em-Ha'moshavot Road
Park Azorim, P.O. Box 3143
Petach Tikva 4970602, Israel
|
Item 2(a)
|
Name of Person Filing:
|
1.
|
Vertex Israel II Management Ltd, an Israeli Company
|
2.
|
Vertex Israel II (C.I.) Fund L.P., an Cayman Island Partnership (“Cayman Fund”)
|
3.
|
Vertex Israel II (C.I.) Executive Fund L.P., an Cayman Island Partnership (“Executive Fund”)
|
4.
|
Vertex Israel II (A) Fund L.P., an Israeli Partnership (“Israeli A Fund”)
|
5.
|
Vertex Israel II (B) Fund L.P., an Israeli Partnership (“Israeli B Fund”)
|
6.
|
Vertex Israel II Discount Fund L.P., an Israeli Partnership (“Discount Fund”)
|
Item 2(b)
|
Address of Principle Business Office or, if None, Residence:
|
1.
|
Vertex Israel II (C.I.) Fund L.P.- c/o Intertrust Corporate services (Cayman) Limited, 190 Elgin Avenue, George town, Grand Cayman, KY1-9005, Cayman Islands.
|
2.
|
Vertex Israel II (C.I.) Executive Fund L.P.- c/o Intertrust Corporate services (Cayman) Limited, 190 Elgin Avenue, George town, Grand Cayman, KY1-9005, Cayman Islands.
|
3.
|
Vertex Israel II Management Ltd- 1 Hashikma Street, P.O.Box 89, Savyon 56530, Israel
|
4.
|
Vertex Israel II (A) Fund L.P.- 1 Hashikma Street, P.O.Box 89, Savyon 56530, Israel
|
5.
|
Vertex Israel II (B) Fund L.P.- 1 Hashikma Street, P.O.Box 89, Savyon 56530, Israel
|
6.
|
Vertex Israel II Discount Fund L.P. - 1 Hashikma Street, P.O.Box 89, Savyon 56530, Israel
|
CUSIP No. M2682V
|
13G
|
Page 9 of 11 Pages
|
Item 2(c)
|
Citizenship:
Vertex Israel II Management Ltd- Israel
Vertex Israel II (C.I.) Fund L.P.- Cayman Island
Vertex Israel II (C.I.) Executive Fund L.P.- Cayman Island
Vertex Israel II (A) Fund L.P.- Israel
Vertex Israel II (B) Fund L.P.- Israel
Vertex Israel II Discount Fund L.P. - Israel
|
Item 2(d)
|
Title of Class of Securities:
Ordinary Shares
|
Item 2(e)
|
CUSIP Number: M2682V
|
Item 3
|
Not Applicable
|
Item 4
|
Ownership:
|
(a)
|
Amount Beneficially Owned:
See row 9 of cover page of each reporting person
|
(b)
|
Percent of Class:
See row 11 of cover page of each reporting person
|
(c)
|
Number of Shares as to which such person has:
(i) sole power to vote
See row 5 of cover page of each reporting person
(ii) shared power to vote
See row 6 of cover page of each reporting person
(iii) sole power to dispose or to direct the disposition of
See row 7 of cover page of each reporting person
(iv) shared power to dispose or to direct the disposition of
See row 8 of cover page of each reporting person
|
CUSIP No. M2682V
|
13G
|
Page 10 of 11 Pages
|
Item 5
|
Ownership of Five Percent or Less of a Class:
Not applicable
|
Item 6
|
Ownership of More Than Five Percent on Behalf of Another Person:
Under certain circumstances set forth in the limited partnership agreements of the Cayman Fund, the Executive Fund, the Israeli A Fund, the Israeli B Fund and the Discount Fund, the general partner of each of such entities may be deemed to have the right to receive dividend from, or the proceeds from, the sale of the issuer owned by each such entity of which it is a partner.
|
Item 7
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
Not applicable
|
Item 8
|
Identification and Classification of Members of the Group:
Not applicable
|
Item 9
|
Notice of Dissolution of the Group:
Not applicable
|
Item 10
|
Certification:
Not applicable
|
CUSIP No. M2682V
|
13G
|
Page 11 of 11 Pages
|
02/17/2015
|
|||
Date
|
|||
Vertex Israel II Management Ltd
|
|||
/s/ Yoram Oron | /s/ Ran Gartenberg | ||
By: Yoram Oron | Ran Gartenberg | ||
Title: Founder and General Partner
|
General Partner and CFO
|
||
Vertex Israel II (C.I.) Fund L.P.
By: Vertex Israel II Management Ltd
|
|||
/s/ Yoram Oron | /s/ Ran Gartenberg | ||
By: Yoram Oron
|
Ran Gartenberg | ||
Title: Founder and General Partner
|
General Partner and CFO
|
||
Vertex Israel II (C.I.) Executive Fund L.P.
By: Vertex Israel II Management Ltd
|
|||
/s/ Yoram Oron | /s/ Ran Gartenberg | ||
By: Yoram Oron | Ran Gartenberg | ||
Title: Founder and General Partner
|
General Partner and CFO
|
||
Vertex Israel II (A) Fund L.P.
By: Vertex Israel II Management Ltd
|
|||
/s/ Yoram Oron | /s/ Ran Gartenberg | ||
By: Yoram Oron | Ran Gartenberg | ||
Title: Founder and General Partner
|
General Partner and CFO | ||
Vertex Israel II (B) Fund L.P.
By: Vertex Israel II Management Ltd
|
|||
/s/ Yoram Oron | /s/ Ran Gartenberg | ||
By: Yoram Oron | Ran Gartenberg | ||
Title: Founder and General Partner | General Partner and CFO | ||
Vertex Israel II Discount Fund L.P.
By: Vertex Israel II Management Ltd
|
|||
/s/ Yoram Oron | /s/ Ran Gartenberg | ||
By: Yoram Oron | Ran Gartenberg | ||
Title: Founder and General Partner | General Partner and CFO | ||
|