UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SIMILARWEB LTD.
(Name of Issuer)
Ordinary Shares
(Title and Class of Securities)
M84137104
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
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 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 (the “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).
(Continued on following pages)
| CUSIP No. M84137104 | Schedule 13G | |
| 1 | NAME OF REPORTING PERSON |
| Or Offer | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
| (a) ☐ | |
| (b) ☐ | |
| 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 |
| 6,059,927 (1) | ||
| 6 | SHARED VOTING POWER | |
| -0- | ||
| 7 | SOLE DISPOSITIVE POWER | |
| 6,059,927 (1) | ||
| 8 | SHARED DISPOSITIVE POWER | |
| -0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 6,059,927 (1) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | |
| ☐ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | |
| 7.86% (2) | ||
| 12 | TYPE OF REPORTING PERSON | |
| IN | ||
| (1) | Consists of 3,796,106 ordinary shares held by Mr. Offer and 2,263,821 ordinary shares issuable upon the exercise of options that vest within 60 days of February 14, 2022. |
| (2) | Based on 74,864,044 ordinary shares outstanding as of January 31, 2022 and 2,263,821 ordinary shares issuable upon the exercise of options that vest within 60 days of February 14, 2022, which together constitute the outstanding securities under Securities Exchange Act Rule 13d-3(d)(1)(i). |
| CUSIP No. M84137104 | Schedule 13G | |
Item 1.
| (a) | The name of the issuer is Similarweb Ltd. (the “Issuer”). |
| (b) | The Issuer’s principal executive offices are located at: |
121 Menachem Begin Rd. Tel Aviv-Yafo 6701203, Israel
Item 2.
| (a) | The names of the person (the “Reporting Person”) filing this Schedule 13G (this “Statement”) are: |
Or Offer
| (b) | The principal business office for the Reporting Person is |
121 Menachem Begin Rd. Tel Aviv-Yafo 6701203, Israel
| (c) | Citizenship: |
Israel
| (d) | This Statement relates to the ordinary shares of the Issuer. |
| (e) | The CUSIP Number of the ordinary shares is M84137104. |
Item 3. Filing Category.
Not applicable.
| CUSIP No. M84137104 | Schedule 13G | |
Item 4. Ownership.
| (a) | Amount beneficially owned: | |
| The Reporting Person collectively may be deemed to beneficially own 6,059,927 ordinary shares. |
| (b) | Percent of Class:
The Reporting Person may be deemed to be the beneficial owner of the percentage of ordinary shares listed on such Reporting Person’s cover page. Percentage amounts are calculated based upon 77,127,865 ordinary shares outstanding as of January 31, 2022 and 2,263,821 ordinary shares issuable upon the exercise of options that vest within 60 days of February 14, 2022, which together constitute the outstanding securities under Securities Exchange Act Rule 13d-3(d)(1)(i). |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Item 5 of each cover page.
| (ii) | Shared power to vote or to direct the vote of shares: |
See Item 6 of each cover page.
| (iii) | Sole power to dispose or to direct the disposition of shares: |
See Item 7 of each cover page.
| (iv) | Shared power to dispose or to direct the disposition of shares: |
See Item 8 of each cover page.
| Item 5. | Ownership of 5 Percent or Less of a Class. |
Not Applicable.
| Item 6. | Ownership of More than 5 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 or Control Person. |
Not Applicable.
| CUSIP No. M84137104 | Schedule 13G | |
| Item 8. | Identification and Classification of Members of a Group. |
Not Applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certifications |
Not Applicable.
| CUSIP No. M84137104 | Schedule 13G | |
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.
Dated: February 14, 2022
| /s/ Or Offer | |
| Name: Or Offer | |
| Title: Chief Executive Officer and Director of | |
| Similarweb Ltd. |
| CUSIP No. M84137104 | Schedule 13G | |
EXHIBIT INDEX TO SCHEDULE 13G
Not Applicable