Filing Details

(1)

Based on 411,648,501 ordinary shares issued and outstanding following the public offering of ADSs announced by the Issuer, as described in the prospectus filed by the Issuer with the SEC on January 31, 2020 pursuant to Rule 424(b)(4) under the Securities Act. That number of outstanding ordinary shares assumes that the underwriters for the offering will not exercise their option to purchase up to an additional 381,817 ADSs from the Issuer in the offering.

CUSIP No. 465437 10 1*

13G

Page 3 of 14 Pages

1	NAMES OF REPORTING PERSONS
	Viola Growth II Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			72,346,918**(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			72,346,918**(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	72,346,918**(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	17.6% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	PN

 

(1)	Consists of 72,346,918 ordinary shares held by Viola Growth 2 A.V. Limited Partnership (“Viola AV”), as to which the Reporting Person shares voting and dispositive power by virtue of serving as the general partner of Viola AV.

(2)

Based on 411,648,501 ordinary shares issued and outstanding following the public offering of ADSs announced by the Issuer, as described in the prospectus filed by the Issuer with the SEC on January 31, 2020 pursuant to Rule 424(b)(4) under the Securities Act. That number of outstanding ordinary shares assumes that the underwriters for the offering will not exercise their option to purchase up to an additional 381,817 ADSs from the Issuer in the offering.

CUSIP No. 465437 10 1*

13G

Page 4 of 14 Pages

1	NAMES OF REPORTING PERSONS
	Viola Growth II GP Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			72,346,918**(1)
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			72,346,918**(1)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	72,346,918**(1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	17.6% (2)
12	TYPE OF REPORTING PERSON (See Instructions)
	CO

(1)	Consists of 72,346,918 ordinary shares held by Viola AV, as to which the Reporting Person shares voting and dispositive power by virtue of serving as the general partner of the general partner of Viola AV.

(2)

Based on 411,648,501 ordinary shares issued and outstanding following the public offering of ADSs announced by the Issuer, as described in the prospectus filed by the Issuer with the SEC on January 31, 2020 pursuant to Rule 424(b)(4) under the Securities Act. That number of outstanding ordinary shares assumes that the underwriters for the offering will not exercise their option to purchase up to an additional 381,817 ADSs from the Issuer in the offering.

 

(1)	Consists of 550,000 ordinary shares issuable upon exercise of vested options to purchase ordinary shares that are held by the Reporting Person and that are currently exercisable (out of a total of 1.1 million ordinary shares underlying options held by the Reporting Person).

(2)	Consists of 72,346,918 ordinary shares held by Viola AV, as to which the Reporting Person shares voting and dispositive power by virtue of holding 100% of the outstanding equity of the general partner of the general partner of Viola AV.

(3)

Based on 411,648,501 ordinary shares issued and outstanding following the public offering of ADSs announced by the Issuer, as described in the prospectus filed by the Issuer with the SEC on January 31, 2020 pursuant to Rule 424(b)(4) under the Securities Act. That number of outstanding ordinary shares assumes that the underwriters for the offering will not exercise their option to purchase up to an additional 381,817 ADSs from the Issuer in the offering.

 

(1)

Consists of (i) 72,346,918 ordinary shares held by Viola AV and (ii) 550,000 ordinary shares issuable upon exercise of vested options to purchase ordinary shares that are held by Viola Growth Management Fund 2 Ltd. (“Viola Fund 2”), as to each of which the Reporting Person shares voting and dispositive power by virtue of his indirect equity interest in Viola AV and Viola Fund 2, respectively.

(2)

Based on 411,648,501 ordinary shares issued and outstanding following the public offering of ADSs announced by the Issuer, as described in the prospectus filed by the Issuer with the SEC on January 31, 2020 pursuant to Rule 424(b)(4) under the Securities Act. That number of outstanding ordinary shares assumes that the underwriters for the offering will not exercise their option to purchase up to an additional 381,817 ADSs from the Issuer in the offering.

 

(1)

Consists of (i) 72,346,918 ordinary shares held by Viola AV and (ii) 550,000 ordinary shares issuable upon exercise of vested options to purchase ordinary shares that are held by Viola Fund 2, as to each of which the Reporting Person shares voting and dispositive power by virtue of his indirect equity interest in Viola AV and Viola Fund 2, respectively.

(2)

Based on 411,648,501 ordinary shares issued and outstanding following the public offering of ADSs announced by the Issuer, as described in the prospectus filed by the Issuer with the SEC on January 31, 2020 pursuant to Rule 424(b)(4) under the Securities Act. That number of outstanding ordinary shares assumes that the underwriters for the offering will not exercise their option to purchase up to an additional 381,817 ADSs from the Issuer in the offering.

 

(1)

Consists of (i) 72,346,918 ordinary shares held by Viola AV and (ii) 550,000 ordinary shares issuable upon exercise of vested options to purchase ordinary shares that are held by Viola Fund 2, as to each of which the Reporting Person shares voting and dispositive power by virtue of his indirect equity interest in Viola AV and Viola Fund 2, respectively.

(2)

Based on 411,648,501 ordinary shares issued and outstanding following the public offering of ADSs announced by the Issuer, as described in the prospectus filed by the Issuer with the SEC on January 31, 2020 pursuant to Rule 424(b)(4) under the Securities Act. That number of outstanding ordinary shares assumes that the underwriters for the offering will not exercise their option to purchase up to an additional 381,817 ADSs from the Issuer in the offering.

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Item 1(b).     Address of Issuer’s Principal Executive Offices:

 

The Issuer’s principal executive offices are located at 9 Halamish Street, Caesarea 3088900, Israel.

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Item 2(a).     Name of Person Filing:

 

The following entities and individuals, listed in (i)-(vii) below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this “Statement”), are referred to herein collectively as the “Reporting Persons”, and the three individuals whose names appear in (v)-(vii) below, collectively, as the “Reporting Individuals”:

Viola 2 AV directly holds the 72,346,918 ordinary shares of the Issuer that are reported in this Statement. Viola Fund 2 directly holds the options to purchase 550,000 additional ordinary shares (constituting the vested portion of the options to purchase a total of 1.1 million ordinary shares held by Viola Fund 2) that are also reported in the Statement. Viola Fund 2 holds 100% of the outstanding equity interests of Viola II GP, which serves as the general partner for Viola II LP, which itself serves as the general partner for Viola 2 AV. The Reporting Individuals collectively indirectly own a majority of the outstanding equity interests of Viola Fund 2 and, therefore, they possess ultimate voting and investment authority with respect to all ordinary shares of the Issuer beneficially owned by the Reporting Persons.

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Item 2(b).     Address of Principal Business Office or, if None, Residence:

 

The principal business office of each Reporting Person is c/o Viola Private Equity, Ackerstein Towers, Building D, 12 Abba Eban Avenue, Herzliya 4672530, Israel.

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Item 2(c).     Citizenship:

The citizenship or state of organization, as applicable, of each Reporting Person is as follows:

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:

Not applicable.

I.

Viola 2 AV

(a)

Amount beneficially owned: 72,346,918 ordinary shares (1)

(b)

Percent of class*: 17.6%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 72,346,918 (1)

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose of or to direct the disposition of: 72,346,918 (1)

(iv)

Shared power to dispose of or to direct the disposition of:  0

II.

Viola II LP

(a)

Amount beneficially owned: 72,346,918 ordinary shares (1)

(b)

Percent of class*: 17.6%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 72,346,918 (1)

(iii)

Sole power to dispose of or to direct the disposition of: 0

(iv)

Shared power to dispose of or to direct the disposition of:  72,346,918 (1)

III.

Viola II GP

(a)

Amount beneficially owned: 72,346,918 ordinary shares (1)

(b)

Percent of class*: 17.6%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 72,346,918 (1)

(iii)

Sole power to dispose of or to direct the disposition of: 0

(iv)

Shared power to dispose of or to direct the disposition of:  72,346,918 (1)

IV.

Viola Fund 2

(a)

Amount beneficially owned: 72,896,918 ordinary shares (1)

(b)

Percent of class*: 17.7%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 550,000 (1)

(ii)

Shared power to vote or to direct the vote: 72,346,918 (1)

(iii)

Sole power to dispose of or to direct the disposition of: 550,000 (1)

(iv)

Shared power to dispose of or to direct the disposition of:  72,346,918 (1)

(a)

Amount beneficially owned: 72,896,918 ordinary shares (1)

(b)

Percent of class*: 17.7%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 72,896,918 (1)

(iii)

Sole power to dispose of or to direct the disposition of: 0

(iv)

Shared power to dispose of or to direct the disposition of:  72,896,918 (1)

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.

 

	VIOLA GROWTH 2 A.V. LIMITED PARTNERSHIP
	By:  Viola Growth II Limited Partnership, its General Partner
	By: Viola Growth II GP Ltd., its General Partner
	By: /s/ Harel Beit-On
	Name: Harel Beit-On
	By: /s/ Avi Zeevi
	Name: Avi Zeevi
	VIOLA GROWTH II LIMITED PARTNERSHIP
	By: Viola Growth II GP Ltd., its General Partner
	By: /s/ Harel Beit-On
	Name: Harel Beit-On
	By: /s/ Avi Zeevi
	Name: Avi Zeevi
	VIOLA GROWTH II GP LTD.
	By: /s/ Harel Beit-On
	Name: Harel Beit-On
	By: /s/ Avi Zeevi
	Name: Avi Zeevi
	VIOLA GROWTH MANAGEMENT FUND 2 LTD.
	By: /s/ Harel Beit-On
	Name: Harel Beit-On
	By: /s/ Avi Zeevi
	Name: Avi Zeevi
	/s/ Shlomo Dovrat
	SHLOMO DOVRAT
	/s/ Harel Beit-On
	HAREL BEIT-ON
	/s/ Avi Zeevi
	AVI ZEEVI

Dated: February 10, 2020