Filing Details
- Accession Number:
- 0001193125-17-350484
- Form Type:
- 13D Filing
- Publication Date:
- 2017-11-22 13:40:56
- Filed By:
- Wp Xii Investments B.v.
- Company:
- Cyren Ltd. (NASDAQ:CYRN)
- Filing Date:
- 2017-11-22
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| WP XII Investments Co peratief U.A | 0 | 10,595,521 | 0 | 10,595,521 | 10,595,521 | 21.3% |
| Warburg Pincus (Callisto) Private Equity XII (Cayman) | 0 | 10,595,521 | 0 | 10,595,521 | 10,595,521 | 21.3% |
| Warburg Pincus (Europa) Private Equity XII (Cayman) | 0 | 1,920,014 | 0 | 1,920,014 | 1,920,014 | 3.9% |
| Warburg Pincus (Ganymede) Private Equity XII (Cayman) | 0 | 2,098,337 | 0 | 2,098,337 | 2,098,337 | 4.2% |
| Warburg Pincus Private Equity XII-B (Cayman) | 0 | 2,806,330 | 0 | 2,806,330 | 2,806,330 | 5.6% |
| Warburg Pincus Private Equity XII-D (Cayman) | 0 | 1,369,259 | 0 | 1,369,259 | 1,369,259 | 2.7% |
| Warburg Pincus Private Equity XII-E (Cayman) | 0 | 196,971 | 0 | 196,971 | 196,971 | 0.4% |
| Warburg Pincus XII Partners (Cayman) | 0 | 1,124,185 | 0 | 1,124,185 | 1,124,185 | 2.3% |
| WP XII Partners (Cayman) | 0 | 712,231 | 0 | 712,231 | 712,231 | 1.4% |
| Warburg Pincus | 0 | 368,194 | 0 | 368,194 | 368,194 | 0.7% |
| Warburg Pincus (Cayman) XII | 0 | 10,595,521 | 0 | 10,595,521 | 10,595,521 | 21.3% |
| Warburg Pincus (Cayman) XII GP | 0 | 10,595,521 | 0 | 10,595,521 | 10,595,521 | 21.3% |
| Warburg Pincus Partners II (Cayman) | 0 | 10,595,521 | 0 | 10,595,521 | 10,595,521 | 21.3% |
| Warburg Pincus (Bermuda) Private Equity GP Ltd | 0 | 10,595,521 | 0 | 10,595,521 | 10,595,521 | 21.3% |
| Charles R. Kaye | 0 | 10,595,521 | 0 | 10,595,521 | 10,595,521 | 21.3% |
| Joseph P. Landy | 0 | 10,595,521 | 0 | 10,595,521 | 10,595,521 | 21.3% |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Cyren Ltd.
(Name of Issuer)
Ordinary Shares, nominal value NIS 0.15 per share
(Title of Class of Securities)
M25596202
(CUSIP Number)
Robert B. Knauss
General Counsel and Managing Director
Warburg Pincus LLC
450 Lexington Avenue
New York, New York 10017
(212) 8780600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Dvir Oren, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
+1 (214) 215-1909
November 20, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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 (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).
Page 2 of 23
CUSIP No. M25596202
| 1. | Names of Warburg Pincus Reporting Persons.
WP XII Investments B.V. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
The Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
10,595,521 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
10,595,521 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.3%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
Page 3 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
WP XII Investments Coöperatief U.A. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
The Netherlands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
10,595,521 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
10,595,521 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.3%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 4 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,920,014 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,920,014 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,920,014 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
3.9%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 5 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus (Europa) Private Equity XII (Cayman), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,098,337 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,098,337 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,098,337 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
4.2%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 6 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,806,330 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,806,330 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,806,330 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.6%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 7 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus Private Equity XII-B (Cayman), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,369,259 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,369,259 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,369,259 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.7%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 8 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus Private Equity XII-D (Cayman), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
196,971 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
196,971 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
196,971 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.4%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 9 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus Private Equity XII-E (Cayman), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
1,124,185 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,124,185 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,124,185 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
2.3%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 10 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus XII Partners (Cayman), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
712,231 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
712,231 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
712,231 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
1.4%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 11 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
WP XII Partners (Cayman), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
368,194 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
368,194 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
368,194 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.7%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 12 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
New York | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
10,595,521 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
10,595,521 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.3%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 13 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus (Cayman) XII, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
10,595,521 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
10,595,521 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.3%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 14 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus (Cayman) XII GP LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
10,595,521 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
10,595,521 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.3%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 15 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus Partners II (Cayman), L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Cayman Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
10,595,521 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
10,595,521 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.3%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 16 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Warburg Pincus (Bermuda) Private Equity GP Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
Bermuda | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
10,595,521 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
10,595,521 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.3%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 17 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Charles R. Kaye | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
10,595,521 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
10,595,521 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.3%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 18 of 23
CUSIP No. M25596202
| 1. | Names of Reporting Persons.
Joseph P. Landy | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
OO | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
| |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
10,595,521 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
10,595,521 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
10,595,521 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
| |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.3%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | Based on 39,242,897 ordinary shares outstanding as of October 31, 2017, based on the Companys representation in the SPA (as defined below), plus the 10,595,521 ordinary shares issued pursuant to the SPA. |
| * | Each Reporting Person (other than WP XII Investments B.V.) disclaims beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of such shares except to the extent of his or its pecuniary interest therein. |
Page 19 of 23
This Amendment No. 1 to Schedule 13D (this Amendment No. 1) amends and supplements the Original Schedule 13D filed with the SEC on November 16, 2017 (the Original Schedule 13D and Amendment No. 1, together, the Schedule 13D). The Schedule 13D relates to the ordinary shares, nominal value NIS 0.15 per share (the Ordinary Shares), of Cyren Ltd., a company organized under the laws of the State of Israel (the Company ). All capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Original Schedule 13D.
| Item 3. | Source and Amount of Funds or Other Consideration. |
This Amendment No. 1 amends Item 3 of the Original Schedule 13D to add the following:
The Warburg Pincus Reporting Persons will fund the consummation of the Tender Offer (as defined below) from capital committed to the WP XII Funds. The Warburg Pincus Reporting Persons have deposited cash into an escrow account with Israel Brokerage & Investments I.B.I. Ltd., the Israeli Depositary, in an amount sufficient to pay for the maximum number of Ordinary Shares that the Warburg Pincus Reporting Persons are offering to purchase.
| Item 4. | Purpose of Transaction |
This Amendment No. 1 amends Item 4 of the Original Schedule 13D to add the following:
On November 20, 2017, WP XII Investments and certain of the Warburg Pincus Reporting Persons, commenced a tender offer (the Tender Offer) to purchase up to 31,265,358 Ordinary Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 20, 2017 (as it may be amended or supplemented from time to time, the Offer to Purchase), and the related letter of transmittal.
After giving effect to the Tender Offer, assuming the purchase of 100% of the Ordinary Shares sought in the Tender Offer, the Warburg Pincus Reporting Persons will beneficially own 41,860,879 Ordinary Shares representing approximately 75% of the Ordinary Shares of the Company (assuming issuance of Ordinary Shares issuable upon conversion of certain convertible notes and exercise of all in the money outstanding stock options and warrants as of the completion of the Tender Offer). The Tender Offer will not be subject to a financing condition, however, it will be subject to certain other conditions.
A copy of the Offer to Purchase is attached hereto as Exhibit D. The description of the abovementioned documents contained herein is qualified in its entirety by reference to Exhibit D, which is incorporated herein by reference.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
This Amendment No. 1 amends Item 6 of the Original Schedule 13D to add the following:
The Offer to Purchase is described in Item 4 above, such summary being incorporated in this Item 6 by reference. The summary of the Offer to Purchase in this Amendment No. 1 is qualified in its entirety by reference to the Offer to Purchase, a copy of which is attached hereto as Exhibit D.
| Item 7. | Material to be filed as Exhibits |
Exhibit A - Joint Filing Agreement, dated November 16, 2017, among the Warburg Pincus Reporting Persons, relating to the filing of a joint statement on Schedule 13D (incorporated by reference to Exhibit A to Schedule 13D filed with the Securities and Exchange Commission (the SEC) on November 16, 2017).
Exhibit B - Securities Purchase Agreement, dated November 6, 2017, between the Company and WP XII Investments (incorporated by reference to Exhibit B to Schedule 13D filed with the SEC on .November 16, 2017).
Exhibit C - Registration Rights Agreement, dated November 6, 2017, between the Company and WP XII Investment (incorporated by reference to Exhibit C to Schedule 13D filed with the SEC on November 16, 2017).
Exhibit D - Offer to Purchase, dated November 20, 2017 (incorporated by reference to Exhibit (a)(1)(A) of Schedule TO filed with the SEC on November 20, 2017).
Page 20 of 23
SIGNATURES
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: November 22, 2017 | WP XII INVESTMENTS B.V. | |||||
| By: | /s/ G.F.X.M Nieuwenhuizen | |||||
| Name: G.F.X.M Nieuwenhuizen | ||||||
| Title: Managing Director A | ||||||
| By: | /s/ Tara ONeill | |||||
| Name: Tara ONeill | ||||||
| Title: Managing Director A | ||||||
| Dated: November 22, 2017 | WP XII INVESTMENTS CÖOPERATIEF U.A. | |||||
| By: | /s/ G.F.X.M Nieuwenhuizen | |||||
| Name: G.F.X.M Nieuwenhuizen | ||||||
| Title: Managing Director A | ||||||
| By: | /s/ Tara ONeill | |||||
| Name: Tara ONeill | ||||||
| Title: Managing Director A | ||||||
| Dated: November 22, 2017 | WARBURG PINCUS (CALLISTO) PRIVATE EQUITY XII (CAYMAN), L.P. | |||||
| By: Warburg Pincus (Cayman) XII, L.P., its general partner | ||||||
| By: Warburg Pincus (Cayman) XII GP LLC, its general partner | ||||||
| By: Warburg Pincus Partners II (Cayman), L.P., its sole member | ||||||
| By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | ||||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
| Dated: November 22, 2017 | WARBURG PINCUS (EUROPA) PRIVATE EQUITY XII (CAYMAN), L.P. | |||||
| By: Warburg Pincus (Cayman) XII, L.P., its general partner | ||||||
| By: Warburg Pincus (Cayman) XII GP LLC, its general partner | ||||||
| By: Warburg Pincus Partners II (Cayman), L.P., its sole member | ||||||
| By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | ||||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
Page 21 of 23
| Dated: November 22, 2017 | WARBURG PINCUS (GANYMEDE) PRIVATE EQUITY XII (CAYMAN), L.P. | |||||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |||||
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |||||
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |||||
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
| Dated: November 22, 2017 | WARBURG PINCUS PRIVATE EQUITY XII-B (CAYMAN), L.P. | |||||
| By: Warburg Pincus (Cayman) XII, L.P., its general partner | ||||||
| By: Warburg Pincus (Cayman) XII GP LLC, its general partner | ||||||
| By: Warburg Pincus Partners II (Cayman), L.P., its sole member | ||||||
| By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | ||||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
| Dated: November 22, 2017 | WARBURG PINCUS PRIVATE EQUITY XII-D (CAYMAN), L.P. | |||||
| By: Warburg Pincus (Cayman) XII, L.P., its general partner | ||||||
| By: Warburg Pincus (Cayman) XII GP LLC, its general partner | ||||||
| By: Warburg Pincus Partners II (Cayman), L.P., its sole member | ||||||
| By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | ||||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
| Dated: November 22, 2017 | WARBURG PINCUS PRIVATE EQUITY XII-E (CAYMAN), L.P. | |||||
| By: Warburg Pincus (Cayman) XII, L.P., its general partner | ||||||
| By: Warburg Pincus (Cayman) XII GP LLC, its general partner | ||||||
| By: Warburg Pincus Partners II (Cayman), L.P., its sole member | ||||||
| By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | ||||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
Page 22 of 23
| Dated: November 22, 2017 | WARBURG PINCUS XII PARTNERS (CAYMAN), L.P. | |||||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |||||
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |||||
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |||||
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
| Dated: November 22, 2017 | WP XII PARTNERS (CAYMAN), L.P. | |||||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |||||
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |||||
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |||||
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
| Dated: November 22, 2017 | WARBURG PINCUS LLC | |||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
| Dated: November 22, 2017 | WARBURG PINCUS (CAYMAN) XII, L.P. | |||||
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |||||
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |||||
| By: | Warburg Pincus (Bermuda) Private Equity GP, Ltd., its general partner | |||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
| Dated: November 22, 2017 | WARBURG PINCUS (CAYMAN) XII GP LLC | |||||
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |||||
| By: | Warburg Pincus (Bermuda) Private Equity GP, Ltd., its general partner | |||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
| Dated: November 22, 2017 | WARBURG PINCUS PARTNERS II (CAYMAN), L.P. | |||||
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
Page 23 of 23
| Dated: November 22, 2017 | WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD. | |||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss | ||||||
| Title: Authorized Signatory | ||||||
| Dated: November 22, 2017 | CHARLES R. KAYE | |||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss, Attorney-in-Fact* | ||||||
| Dated: November 22, 2017 | JOSEPH P. LANDY | |||||
| By: | /s/ Robert B. Knauss | |||||
| Name: Robert B. Knauss Attorney-in-Fact* | ||||||
* The Powers of Attorney given by each of Mr. Kaye and Mr. Landy was previously filed with the U.S. Securities and Exchange Commission on July 12, 2016 as an exhibit to a beneficial ownership report on Schedule 13D filed by Warburg Pincus LLC with respect to WEX Inc.