Sec Form 13G Filing - STG III LP filing for Taboola.com Ltd. (TBLA) - 2024-02-02

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.

 Names of Reporting Persons

 STG III, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 13,329,164(1)

 Shared Voting Power

 0

 Sole Dispositive Power

 13,329,164(1)

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 13,329,164(1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Pe rcent of Class Represented by Amount in Row (9)

 4.5%(2)

 Type of Reporting Person (See Instructions)

 OO

Shares held directly by STG III, L.P. STG III GP, L.P. is the sole general partner of STG III, L.P. and STG III-A, L.P. and consequently has the power to vote or direct the voting, or dispose, or direct the disposition of all of the Shares. STG UGP, LLC is the sole general partner of STG III GP, L.P. and controls the voting or disposition of all of the Shares. Dr. Wadhwani is the Manager of STG UGP, LLC and either has the sole authority and discretion to manage and conduct the affairs of STG UGP, LLC or has veto power over the management and conduct of STG UGP, LLC. STG III GP, L.P.; STG UGP, LLC; and Dr. Wadhwani each disclaim beneficial ownership of the Shares held directly by STG III, L.P. and STG III-A, L.P. except to the extent of their pecuniary interest.

Based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Form 10-Q for the quarterly period ended September 30, 2023 filed by the Company with the Securities and Exchange Commission on November 8, 2023.

 Names of Reporting Persons

 STG III-A, L.P.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☒

 SEC Use Only

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 1,767,862(1)

 Shared Voting Power

 0

 Sole Dispositive Power

 1,767,862(1)

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 1,767,862(1)

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 0.6%(2)

 Type of Reporting Person (See Instructions)

 OO

Shares held directly by STG III-A, L.P. STG III GP, L.P. is the sole general partner of STG III, L.P. and STG III-A, L.P. and consequently has the power to vote or direct the voting, or dispose, or direct the disposition of all of the Shares. STG UGP, LLC is the sole general partner of STG III GP, L.P. and controls the voting or disposition of all of the Shares. Dr. Wadhwani is the Manager of STG UGP, LLC and either has the sole authority and discretion to manage and conduct the affairs of STG UGP, LLC or has veto power over the management and conduct of STG UGP, LLC. STG III GP, L.P.; STG UGP, LLC; and Dr. Wadhwani each disclaim beneficial ownership of the Shares held directly by STG III, L.P. and STG III-A, L.P. except to the extent of their pecuniary interest.

Based on 298,239,500 Ordinary Shares outstanding as of October 31, 2023, as reported in the Form 10-Q for the quarterly period ended September 30, 2023 filed by the Company with the Securities and Exchange Commission on November 8, 2023.

Name of issuer

Address of issuer’s principal executive offices

Name of persons filing

Address or principal business office or, if none, residence

Citizenship

Title of class of securities

CUSIP No.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

☐   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).

☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

☐   Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).

☐   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

☐   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).

☐   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

☐   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

☐   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

☐   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).

☐   Group in accordance with § 240.13d-1(b)(ii)(J).

Ownership

Ownership of 5 Percent or Less of a Class.

Ownership of More than 5 Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.