UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
SIMILARWEB LTD.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
M84137104
(CUSIP Number)
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 (“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).
| 1. | NAMES OF REPORTING PERSON |
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON | |
| Joseph Vardi | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: |
| (a) ☐ | |
| (b) ☐ | |
| 3. | SEC USE ONLY |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| Israel |
| 5. | SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 3,889,000 | |
| 6. | SHARED VOTING POWER – 0 | |
| 7. | SOLE DISPOSITIVE POWER – 3,889,000 | |
| 8. | SHARED DISPOSITIVE POWER - 0 | |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -3,889,000 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |
| 5.2% | ||
| 12. | TYPE OF REPORTING PERSON | |
| IN | ||
ITEM 1 (a) NAME OF ISSUER: Similarweb Ltd.
ITEM 1 (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
121 Menachem Begin Rd.
Tel Aviv-Yafo 6701203, Israel
ITEM 2 (a) NAME OF PERSON FILING:
Joseph Vardi
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
12 Shamir St
Tel Aviv 6969312
Israel
ITEM 2 (c) CITIZENSHIP:
Israel
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock
ITEM 2 (e) CUSIP NUMBER:
M84137104
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4 OWNERSHIP
| (a) | AMOUNT BENEFICIALLY OWNED: 3,889,000 | |
| (b) | PERCENT OF CLASS: 5.2% | |
| (c) | NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: |
| (i) | SOLE POWER TO VOTE OR DIRECT THE VOTE 3,889,000 | |
| (ii) | SHARED POWER TO VOTE OR DIRECT THE VOTE 0 | |
| (iii) | SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 3,889,000 | |
| (iv) | SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0 |
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
Not applicable.
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 A GROUP
Not applicable.
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect
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.
| (Date) February 7, 2022 | |
| /s/ Joseph Vardi |