Filing Details

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)      Consists of an aggregate of 1,696,469 Class A ordinary shares underlying options that have been granted by the Issuer to the Reporting Person and that are exercisable within 60 days of the date of this Schedule 13G. The options are held (and potential underlying Class A ordinary shares would be held) by the Reporting Person via A. Zeevi Management Services Ltd. (the “Zeevi holding company”), a company that is controlled by him. The Reporting Person (through the Zeevi holding company) would be entitled to voting authority with respect to all such underlying shares. Excludes an additional 504,512 Class A ordinary shares that may be granted by the Issuer to the Reporting Person (and would be held via the Zeevi holding company) if the approval of the Issuer’s shareholders is obtained (and which would be subject to performance-based and time-based vesting).

 

 

(1)       Consists of the 42,870,652, 44,791,537, 2,467,999, 660,723 and 7,318,418 Class A ordinary shares held by Viola Ventures IV (A) L.P., Viola Ventures IV (B) L.P., Viola Ventures IV Principals Fund L.P., Viola Ventures IV CEO Program L.P. and Viola 4 P, Limited Partnership, respectively. The Reporting Person, together with Avi Zeevi and Shlomo Dovrat, is indirectly a controlling shareholder of Viola Ventures V.C. Management 4 Ltd., which holds all of the issued and outstanding shares of the sole general partner of the sole general partner of each of the foregoing entities, and may therefore be deemed to share in the voting power and dispositive power with respect to all of the Class A ordinary shares held by the foregoing entities.

 

 

(1)       Consists of the 42,870,652, 44,791,537, 2,467,999, 660,723 and 7,318,418 Class A ordinary shares held by Viola Ventures IV (A) L.P., Viola Ventures IV (B) L.P., Viola Ventures IV Principals Fund L.P., Viola Ventures IV CEO Program L.P. and Viola 4 P, Limited Partnership, respectively. The Reporting Person, together with Avi Zeevi and Harel Beit-On, is indirectly a controlling shareholder of Viola Ventures V.C. Management 4 Ltd., which holds all of the issued and outstanding shares of the sole general partner of the sole general partner of each of the foregoing entities, and may therefore be deemed to share in the voting power and dispositive power with respect to all of the Class A ordinary shares held by the foregoing entities.

 

 

Item 1(a).  Name of Issuer:

 

      The name of the issuer is Pagaya Technologies Ltd. (the “Issuer”).

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

The Issuer’s principal executive offices are located at Azrieli Sarona Bldg, 54th Floor, 121 Menachem Begin Rd., Tel Aviv-Yafo 6701203, Israel.

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Item 2(a).  Name of Person Filing:

 

The following entities and individuals, listed in (i)-(xi) below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this “Statement”), are referred to herein collectively as the “Reporting Persons”. The five entities listed in (i)-(v) below, which directly hold the vast majority of the equity securities reported in this Statement, are referred to herein collectively as the “Reporting Holders”, and the three individuals whose names appear in (ix)-(xi) below, collectively, as the “Reporting Individuals”:

Viola IV (A), Viola IV (B), Viola IV Principals, Viola IV CEO and Viola 4 P (i.e., the Reporting Holders) directly hold the vast majority of the Class A ordinary shares (as defined in Item 2(d) below) of the Issuer that are reported in this Statement, consisting of 42,870,652, 44,791,537, 2,467,999, 660,723 and 7,318,418 Class A ordinary shares, respectively.

Viola 4 GP serves as the sole general partner for each of the Reporting Holders and may therefore be deemed to share beneficial ownership of the Class A ordinary shares held by the Reporting Holders.

Viola 4 GP GP serves as the sole general partner of Viola 4 GP and may therefore be deemed to share beneficial ownership of the Class A ordinary shares beneficially owned by Viola 4 GP (and held by the Reporting Holders).

Viola 4 Investment Management holds 100% of the issued and outstanding shares of Viola 4 GP GP and may therefore be deemed to share beneficial ownership of all of the Class A ordinary shares beneficially owned by Viola 4 GP GP (and held by the Reporting Holders).

The Reporting Individuals indirectly collectively with one another are the controlling shareholders of Viola 4 Investment Management and, therefore, may be deemed to possess ultimate shared voting and dispositive authority with respect to all Class A ordinary shares of the Issuer beneficially owned by Viola 4 Investment Management (and held by the Reporting Holders).

Avi Zeevi beneficially owns (in addition to his ownership as a Reporting Individual, as described in the preceding paragraph), with sole voting power—via A. Zeevi Management Services Ltd., a company that is controlled by him (the “Zeevi holding company”)—1,696,469 Class A ordinary shares, which underlie options that have been granted to him by the Issuer and that are exercisable within 60 days of the date of this Statement. Of the foregoing 1,696,469 Class A ordinary shares, Mr. Zeevi (through the Zeevi holding company) possesses sole dispositive power with respect to 1,413,668 of such Class A ordinary shares.

Mr. Zeevi may also, in the future, gain the following types of beneficial ownership over additional Class A ordinary shares that are currently partly or fully excluded from his beneficial ownership reported in this Statement):

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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 Growth, 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:

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Item 2(d).    Title of Class of Securities:

This Statement relates to the Class A ordinary shares, no par value per share, of the Issuer (“Class A ordinary shares”).

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Item 2(e).    CUSIP Number:

  The CUSIP number of the Class A ordinary shares is M7S64L 115.

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Item 4.          Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1:

Please see Item 2(a) as well as the footnotes on the respective cover pages of the Reporting Persons, which are incorporated by reference herein, for an explanation as to the basis for the specific number of Class A ordinary shares beneficially owned by each Reporting Person.

Each of the foregoing Reporting Persons disclaims beneficial ownership of the Class A ordinary shares as to which beneficial ownership may be attributed to him or it, as appropriate, except to the extent of its or his (as applicable) pecuniary interest (if any) therein and except, in the case of any Reporting Persons, for Class A ordinary shares held directly by them.

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Item 5.          Ownership of Five Percent or Less of a Class.

 If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  ☐

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Item 6.          Ownership of More Than Five Percent on Behalf of Another Person.

The limited partners of each of the Reporting Holders have the right to receive dividends from, and the proceeds from the sale of the Class A ordinary shares held by the Reporting Holders.

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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.

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Item 8.          Identification and Classification of Members of the Group.

 

Not applicable.

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Item 9.          Notice of Dissolution of Group.

 

Not applicable.

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Item 10.         Certifications.

 

Not applicable.

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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 VENTURES IV (A) L.P.  By: Viola Ventures 4 L.P., its General Partner         By: Viola Ventures 4 Ltd., its General Partner By: /s/ Avi Zeevi Name: Avi Zeevi By: /s/ Yitzhak Avidor Name: Yitzhak Avidor VIOLA VENTURES IV (B) L.P. By: Viola Ventures 4 L.P., its General Partner         By: Viola Ventures 4 Ltd., its General Partner By: /s/ Avi Zeevi Name: Avi Zeevi By: /s/ Yitzhak Avidor Name: Yitzhak Avidor VIOLA VENTURES IV PRINCIPALS FUND L.P. By: Viola Ventures 4 L.P., its General Partner         By: Viola Ventures 4 Ltd., its General Partner By: /s/ Avi Zeevi Name: Avi Zeevi By: /s/ Yitzhak Avidor Name: Yitzhak Avidor VIOLA VENTURES IV CEO PROGRAM L.P. By: Viola Ventures 4 L.P., its General Partner         By: Viola Ventures 4 Ltd., its General Partner By: /s/ Avi Zeevi Name: Avi Zeevi By: /s/ Yitzhak Avidor Name: Yitzhak Avidor

VIOLA 4 P, LIMITED PARTNERSHIP By: Viola Ventures 4 L.P., its General Partner         By: Viola Ventures 4 Ltd., its General Partner By: /s/ Avi Zeevi Name: Avi Zeevi By: /s/ Yitzhak Avidor Name: Yitzhak Avidor VIOLA VENTURES 4 L.P. By: Viola Ventures 4 Ltd., its General Partner By: /s/ Avi Zeevi Name: Avi Zeevi By: /s/ Yitzhak Avidor Name: Yitzhak Avidor VIOLA VENTURES 4 LTD. By: /s/ Avi Zeevi Name: Avi Zeevi By: /s/ Yitzhak Avidor Name: Yitzhak Avidor VIOLA VENTURES V.C. MANAGEMENT 4 LTD. By: /s/ Avi Zeevi Name: Avi Zeevi By: /s/ Yitzhak Avidor Name: Yitzhak Avidor /s/ Shlomo Dovrat SHLOMO DOVRAT /s/ Harel Beit-On HAREL BEIT-ON /s/ Avi Zeevi AVI ZEEVI

Dated: February 14, 2023

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