Sec Form 13G Filing - Deer VII & Co. Ltd. @ FIVERR INTL LTD

Sec Form 13G Filing - Deer VII & Co. Ltd. filing for FIVERR INTL LTD (FVRR) - 2020-02-14

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Fiverr International Limited

(Name of Issuer)

ORDINARY SHARES, NO PAR VALUE

(Title of Class of Securities)

M4R82T106

(CUSIP Number)

December 31, 2019

(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 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).


CUSIP No. M4R82T106		13G		Page 2 of 12 Pages

*	The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 30,995,204 Ordinary Shares as of June 14, 2019, as reported by the Issuer in its prospectus filed with the SEC on June 14, 2019.


CUSIP No. M4R82T106		13G		Page 3 of 12 Pages

*	The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 30,995,204 Ordinary Shares as of June 14, 2019, as reported by the Issuer in its prospectus filed with the SEC on June 14, 2019.


CUSIP No. M4R82T106		13G		Page 4 of 12 Pages

*	The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 30,995,204 Ordinary Shares as of June 14, 2019, as reported by the Issuer in its prospectus filed with the SEC on June 14, 2019.


CUSIP No. M4R82T106		13G		Page 5 of 12 Pages

*	The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 30,995,204 shares of Ordinary Shares as of June 14, 2019, as reported by the Issuer in its prospectus filed with the SEC on June 14, 2019.


CUSIP No. M4R82T106		13G		Page 6 of 12 Pages

*	The percentage of shares beneficially owned as set forth in row 11 above is based on a total of 30,995,204 shares of Ordinary Shares as of June 14, 2019, as reported by the Issuer in its prospectus filed with the SEC on June 14, 2019.


CUSIP No. M4R82T106		13G		Page 7 of 12 Pages

Item 1(a). Name of Issuer:

Fiverr International Ltd. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

8 Eliezer Kaplan Street, Tel Aviv, Israel

Item 2(a). Name of Person Filing:

This statement is being filed by the following persons with respect to certain Ordinary Shares (the “Shares”) of the Issuer. Bessemer Venture Partners VII Institutional L.P. (“BVP VII Institutional”), Bessemer Venture Partners VII L.P. (“BVP VII”) and BVP VII Special Opportunity Fund L.P. (“BVP VII SOF,” and, together with BVP VII Institutional and BVP VII, the “Funds”) directly own Ordinary Shares.

(a)

Deer VII & Co. Ltd. (“Deer VII Ltd”), the general partner of Deer VII & Co. L.P. (“Deer VII LP”);

(b)

Deer VII LP, the sole general partner of each of the Funds;

(c)

BVP VII Institutional, which directly owns 539,746 Shares;

(d)

BVP VII, which directly owns 1,233,676 Shares; and

(e)

BVP VII SOF, which directly owns 2,081,912 Shares.

Deer VII Ltd, Deer VII LP, BVP VII Institutional, BVP VII and BVP VII SOF are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons:

c/o Bessemer Venture Partners

1865 Palmer Avenue; Suite 104

Larchmont, NY 10583

Item 2(c). Citizenship:

Deer VII Ltd — Cayman Islands

Deer VII LP — Cayman Islands

BVP VII Institutional — Cayman Islands

BVP VII — Cayman Islands

BVP VII SOF — Cayman Islands

Item 2(d). Title of Class of Securities:

Ordinary Shares, No Par Value


CUSIP No. M4R82T106		13G		Page 8 of 12 Pages

Item 2(e). CUSIP Number:

M4R82T106

Item 3. Not Applicable.

Item 4. Ownership.

The Reporting Persons hold shares of Common Stock.

For Deer VII Ltd:

(a)

Amount beneficially owned: 3,855,334 shares of Common Stock

(b)

Percent of class: 12.4%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 3,855,334

(ii)

Shared power to vote or to direct the vote: –0–

(iii)

Sole power to dispose or to direct the disposition of: 3,855,334

(iv)

Shared power to dispose or to direct the disposition of: –0–

For Deer VII LP:

(a)

Amount beneficially owned: 3,855,334 shares of Common Stock

(b)

Percent of class: 12.4%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 3,855,334

(ii)

Shared power to vote or to direct the vote: –0–

(iii)

Sole power to dispose or to direct the disposition of: 3,855,334

(iv)

Shared power to dispose or to direct the disposition of: –0–

For BVP VII Institutional:

(a)

Amount beneficially owned: 3,855,334 shares of Common Stock

(b)

Percent of class: 12.4%


CUSIP No. M4R82T106		13G		Page 9 of 12 Pages

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 539,746

(ii)

Shared power to vote or to direct the vote: –0–

(iii)

Sole power to dispose or to direct the disposition of: 539,746

(iv) Shared power to dispose or to direct the disposition of: –0–

For BVP VII:

(a)

Amount beneficially owned: 3,855,334 shares of Common Stock

(b)

Percent of class: 12.4%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 1,233,676

(ii)

Shared power to vote or to direct the vote: –0–

(iii)

Sole power to dispose or to direct the disposition of: 1,233,676

(iv)

Shared power to dispose or to direct the disposition of: –0–

For BVP VII SOF:

(a)

Amount beneficially owned: 3,855,334 shares of Common Stock

(b)

Percent of class: 12.4%

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: 2,081,912

(ii)

Shared power to vote or to direct the vote: –0–

(iii)

Sole power to dispose or to direct the disposition of: 2,081,912

(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.

As the general partner of Deer VII LP, which in turn is the general partner the Funds, Deer VII Ltd may be deemed to beneficially own all 3,855,334 Shares held directly by the Funds and have the power to direct the dividends from or the proceeds of the sale of such Shares.


CUSIP No. M4R82T106		13G		Page 10 of 12 Pages

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 the Group.

Exhibit 2 sets forth information regarding the identity of members of a group. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.


CUSIP No. M4R82T106		13G		Page 11 of 12 Pages

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 14, 2020


DEER VII & CO. LTD.

By:	/s/ Scott Ring
	Name: Scott Ring
	Title: General Counsel

DEER VII & CO. L.P.
By: Deer VII & Co. Ltd, its General Partner

	By:	/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

BESSEMER VENTURE PARTNERS VII L.P.
By: Deer VII & Co. L.P., its General Partner
By: Deer VII & Co., Ltd., its General Partner

	By:	/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

BESSEMER VENTURE PARTNERS INSTITUTIONAL VII L.P.
By: Deer VII & Co. L.P., its General Partner
By: Deer VII & Co., Ltd., its General Partner

	By:	/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel

BVP VII SPECIAL OPPORTUNITY FUND L.P.
By: Deer VII & Co. L.P., its General Partner
By: Deer VII & Co., Ltd., its General Partner

	By:	/s/ Scott Ring
		Name: Scott Ring
		Title: General Counsel


CUSIP No. M4R82T106		13G		Page 12 of 12 Pages

EXHIBIT INDEX


Exhibit 1.		Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended

Exhibit 2.		List of Members of Group

NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Deer VII & Co. Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands