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. ☐
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 24 Pages
|
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
27,586,733
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,586,733
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,586,733
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
55.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
|
Page
3
of 24 Pages
|
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
27,586,733
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,586,733
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,586,733
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
55.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
4,998,992
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
4,998,992
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,998,992
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
10.0%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
5,463,277
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
5,463,277
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
5,463,277
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
11.0%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
7,306,622
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
7,306,622
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
7,306,622
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
14.7%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.* 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 24 Pages
|
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
3,565,034
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,565,034
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
3,565,034
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
7.2%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
512,837
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
512,837
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
512,837
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
1.0%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
2,926,952
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
2,926,952
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,926,952
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
5.9%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
1,854,380
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
1,854,380
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,854,380
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
3.7%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.* 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 24 Pages
|
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
958,639
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
958,639
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
958,639
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
1.9%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
27,586,733
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,586,733
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,586,733
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
55.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.* 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 24 Pages
|
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
27,586,733
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,586,733
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,586,733
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
55.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.* 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 24 Pages
|
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
27,586,733
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,586,733
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,586,733
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
55.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
27,586,733
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,586,733
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,586,733
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
55.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a Form
6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
27,586,733
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,586,733
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,586,733
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
55.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
CO
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
27,586,733
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,586,733
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,586,733
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
55.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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 24 Pages
|
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
27,586,733
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
27,586,733
|
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
27,586,733
|
12.
|
|
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
|
13.
|
|
Percent of Class Represented by Amount
in Row (11)
55.4%
(1)
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
(1)
|
Based on 49,838,418 ordinary shares outstanding as of November 15, 2017 (excluding ordinary shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and
Proxy Statement filed on a
Form 6-K
on November 17, 2017.
|
*
|
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.
|
This Amendment No. 2 to Schedule 13D (this
Amendment No.
2
) amends and
supplements the Original Schedule 13D filed with the SEC on November 16, 2017 (the
Original Schedule 13D
), as amended by Amendment No. 1 filed with the SEC on November 22, 2017 (the
Amendment
No.
1
and, together with the Original Schedule 13D and Amendment No. 2, 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. 2 amends Item 3 of the Original Schedule 13D to add the following:
On December 26, 2017, WP XII Investments accepted for purchase, in accordance with the terms of the Tender Offer, 16,991,212 Ordinary
Shares that were validly tendered and not validly withdrawn prior to expiration of the Tender Offer at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on December 24, 2017 (the
Expiration Time
). Payment for such
Ordinary Shares has been made in accordance with the terms of the Tender Offer, for an aggregate purchase price of approximately $42,478,030 to be paid with working capital of Warburg Pincus Reporting Persons.
Item 4. Purpose of Transaction
This
Amendment No. 2 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.
At the Expiration Time, 16,991,212 Ordinary Shares were validly tendered and not validly withdrawn pursuant to the Tender Offer. WP XII
Investments has accepted for purchase in accordance with the terms of the Tender Offer 16,991,212 Ordinary Shares that were validly tendered and not validly withdrawn prior to Expiration Time, representing 34.1% of the issued and outstanding
Ordinary Shares of the Companys ordinary shares as of November 15, 2017 (excluding Ordinary Shares to be issued upon conversion of the convertible notes). Payment for such Ordinary Shares has been made in accordance with the terms of the
Tender Offer.
Item 5. Interest in Securities of the Issuer
Item 5(a)-(c) is hereby amended and restated to read as follows:
(a) The percentages used herein are calculated based upon the 49,838,418 Ordinary Shares outstanding as of November 15, 2017 (excluding
Ordinary Shares to be issued upon conversion of the convertible notes), based on the Companys Notice of Annual Meeting and Proxy Statement filed on a Form
6-K
on November 17, 2017.
WP XII Investments is the direct owner of 27,586,733 Ordinary Shares, representing approximately 55.4% of the outstanding Ordinary Shares. Due
to their respective relationships with WP XII Investments and each other, each of the Warburg Pincus Reporting Persons may be deemed to beneficially own, in the aggregate, 27,586,733 Ordinary Shares. Each of the Warburg Pincus Reporting Persons
(with the exception of WP XII Investments) disclaim beneficial ownership (within the meaning of Rule
13d-3
under the Exchange Act) of all of the Ordinary Shares, except for any pecuniary interest therein.
(b) Each of the Warburg Pincus Reporting Persons is deemed to share with WP XII Investments the power to vote or to direct the vote and to
dispose or to direct the disposition of the number of Ordinary Shares (and percentage of the number of outstanding Ordinary Shares) set forth opposite its name below:
|
|
|
|
|
WP XII Investments B.V.
|
|
|
27,586,733
|
(55.4%)
|
WP XII Investments Coöperatief U.A.
|
|
|
27,586,733
|
(55.4%)
|
Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P.
|
|
|
4,998,992
|
(10.0%)
|
Warburg Pincus (Europa) Private Equity XII (Cayman), L.P.
|
|
|
5,463,277
|
(11.0%)
|
Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P.
|
|
|
7,306,622
|
(14.7%)
|
Warburg Pincus Private Equity
XII-B
(Cayman),
L.P.
|
|
|
3,565,034
|
(7.2%)
|
Warburg Pincus Private Equity
XII-D
(Cayman),
L.P.
|
|
|
512,837
|
(1.0%)
|
Warburg Pincus Private Equity
XII-E
(Cayman),
L.P.
|
|
|
2,926,952
|
(5.9%)
|
WP XII Partners (Cayman), L.P.
|
|
|
958,639
|
(1.9%)
|
Warburg Pincus XII Partners (Cayman), L.P.
|
|
|
1,854,380
|
(3.7%)
|
Warburg Pincus LLC
|
|
|
27,586,733
|
(55.4%)
|
Warburg Pincus (Cayman) XII, L.P.
|
|
|
27,586,733
|
(55.4%)
|
Warburg Pincus (Cayman) XII GP LLC
|
|
|
27,586,733
|
(55.4%)
|
Warburg Pincus Partners II (Cayman), L.P.
|
|
|
27,586,733
|
(55.4%)
|
Warburg Pincus (Bermuda) Private Equity GP Ltd.
|
|
|
27,586,733
|
(55.4%)
|
(c) Except for the transactions described in Items 3 and 4 above, no other transactions in the Ordinary Shares
were effected by the Warburg Pincus Reporting Persons or any persons set forth on
Schedule I
to the Original Schedule 13D during the sixty days before the date of this Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
This Amendment No. 2 amends Item 6 of the Original Schedule 13D to add the following:
The information provided in response to Item 4 above is incorporated herein by reference.
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).
20
|
Page
21
of 24 Pages
|
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: December 29, 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: December 29, 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: December 29, 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/ Steven G. Glenn
|
|
|
|
|
Name: Steven G. Glenn
|
|
|
|
|
Title: Authorized Signatory
|
|
|
Dated: December 29, 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/ Steven G. Glenn
|
|
|
|
|
Name: Steven G. Glenn
|
|
|
|
|
Title: Authorized Signatory
|
21
|
|
|
|
|
Dated: December 29, 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/ Steven G. Glenn
|
|
|
|
|
Name: Steven G. Glenn
|
|
|
|
|
Title: Authorized Signatory
|
|
|
Dated: December 29 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/ Steven G. Glenn
|
|
|
|
|
Name: Steven G. Glenn
|
|
|
|
|
Title: Authorized Signatory
|
|
|
Dated: December 29, 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/ Steven G. Glenn
|
|
|
|
|
Name: Steven G. Glenn
|
|
|
|
|
Title: Authorized Signatory
|
|
|
Dated: December 29, 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/ Steven G. Glenn
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Name: Steven G. Glenn
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Title: Authorized Signatory
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Dated: December 29, 2017
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WARBURG PINCUS XII PARTNERS (CAYMAN), L.P.
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its sole member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Steven G. Glenn
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Name: Steven G. Glenn
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Title: Authorized Signatory
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Dated: December 29, 2017
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WP XII PARTNERS (CAYMAN), L.P.
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By:
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Warburg Pincus (Cayman) XII, L.P., its general partner
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its sole member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Steven G. Glenn
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Name: Steven G. Glenn
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Title: Authorized Signatory
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Dated: December 29, 2017
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WARBURG PINCUS LLC
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By:
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/s/ Steven G. Glenn
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Name: Steven G. Glenn
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Title: Authorized Signatory
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Dated: December 29, 2017
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WARBURG PINCUS (CAYMAN) XII, L.P.
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By:
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Warburg Pincus (Cayman) XII GP LLC, its general partner
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By:
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Warburg Pincus Partners II (Cayman), L.P., its sole member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Steven G. Glenn
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Name: Steven G. Glenn
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Title: Authorized Signatory
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Dated: December 29, 2017
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WARBURG PINCUS (CAYMAN) XII GP LLC
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By:
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Warburg Pincus Partners II (Cayman), L.P., its sole member
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Steven G. Glenn
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Name: Steven G. Glenn
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Title: Authorized Signatory
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Dated: December 29, 2017
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WARBURG PINCUS PARTNERS II (CAYMAN), L.P.
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By:
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Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
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By:
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/s/ Steven G. Glenn
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Name: Steven G. Glenn
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Title: Authorized Signatory
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Dated: December 29, 2017
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WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD.
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By:
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/s/ Steven G. Glenn
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Name: Steven G. Glenn
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Title: Authorized Signatory
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Dated: December 29, 2017
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CHARLES R. KAYE
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By:
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/s/ Steven G. Glenn
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Name: Steven G. Glenn,
Attorney-in-Fact*
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Dated: December 29, 2017
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JOSEPH P. LANDY
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By:
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/s/ Steven G. Glenn
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Name: Steven G. Glenn,
Attorney-in-Fact*
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*
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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.
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