Sec Form 13D Filing - Vitruvian Partners LLP filing for WalkMe Ltd. (WKME) - 2021-06-28

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WalkMe Ltd.

(Name of Issuer)

Ordinary shares, no par value

(Title of Class of Securities)

M97628107

(CUSIP Number)

Christopher Arthur Bulger Vitruvian Partners LLP 105 Wigmore Street London W1U 1QY +44 (0) 20 7518 2800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to: N. Nell Scott Orrick, Herrington & Sutcliffe LLP 107 Cheapside London EC2V 6DN England +44 20-7862-4600

June 18, 2021

(Date of Event which Requires Filing of this Statement)

1	NAMES OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	AMBLESIDE S.À R.L.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Luxembourg
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			-0-
		8	SHARED VOTING POWER
			3,404,955
		9	SOLE DISPOSITIVE POWER
			-0-
		10	SHARED DISPOSITIVE POWER
			3,404,955
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,404,955
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.1%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

Item 1.  Security and Issuer.

Item 2.  Identity and Background.

(i)	Ambleside S.à r.l., a Luxembourg société à responsabilité limitée (“Ambleside”);

(ii)	Vitruvian III Luxembourg S.à r.l., a Luxembourg société à responsabilité limitée (“Vitruvian Luxembourg”) and sole shareholder of Ambleside;

(iii)

VIP III Nominees Limited, an England and Wales limited liability company (“VIP Nominees”) and in its capacity as nominee for and on behalf of VIP III LP, an English limited partnership and VIP III Co-Invest LP a Jersey limited partnership (collectively, the “Funds”), and sole legal shareholder of Vitruvian Luxembourg; and

(iv)	Vitruvian Partners LLP, an England and Wales limited liability partnership (“Vitruvian Partners”), manager of the Funds (as appointed by their respective general partners), and sole shareholder of VIP Nominees,

with respect to (i) Ambleside's shareholding of 3,404,955 Ordinary Shares prior to the Issuer's initial public offering; and (ii) the acquisition by Vitruvian Partners, of legal title for and on behalf of the Funds, of 967,741 Ordinary Shares, a total of 4,372,696 Ordinary Shares.

Ambleside, Vitruvian Luxembourg, VIP Nominees, the Funds and Vitruvian Partners are hereinafter sometimes collectively referred to as the “Reporting Persons”. The agreement between the Reporting Persons relating to the joint filing of this Statement is attached as Exhibit 99.1 hereto.

Set forth on Appendix A are the names and members of Vitruvian Partners, the general partners of the Funds and the directors and officers of Ambleside, VIP III Nominees and Vitruvian Luxembourg (collectively, the “Covered Persons”). Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 3.  Source and Amount of Funds or Other Consideration.

The Reporting Persons used the Funds' capital to fund the acquisition of 967,741 Ordinary Shares in connection with the Offering as further described in Item 4 below at a price per Ordinary Share of $31.

Item 4.  Purpose of Transaction.

(a)-(e)

The acquisition of the securities set forth in this Statement is for investment purposes only.

Prior to the Issuer's initial public offering of 9,250,000 ordinary shares as described in the Issuer's Final Prospectus under Rule 424(b)(4) filed with the SEC on June 16, 2021 (the “Offering”) Ambleside held 3,404,955 Ordinary Shares. In connection with the Offering, the Issuer requested that the underwriters of the offer make an issuer directed allocation of 967,741 Ordinary Shares to the Reporting Persons. The legal title to the allocation was taken up by Vitruvian Partners on behalf of the Funds at a price of $31 per Ordinary Share and the transaction and acquisition of the 967,741 Ordinary Shares was settled on June 18, 2021.

Michael Risman, the managing partner of Vitruvian Partners, is currently a Director of the Issuer. Pursuant to the articles of association of the Issuer in effect prior to the Offering, certain of the Issuer's shareholders, including Ambleside, had rights to appoint members of the Issuer's board of directors. Michael Risman was appointed by Vitruvian Directors I Limited on behalf of Ambleside. All rights to appoint directors terminated upon the closing the Offering and the adoption of new articles of association by the Issuer. However, currently serving directors, including Michael Risman, that were appointed prior to this Offering will continue to serve pursuant to their appointment until the annual general meeting of the Issuer's shareholders at which the term of their class of director expires.

The Reporting Persons are engaged in the investment business. From time to time, one or more of the Reporting Persons may make further acquisitions of Ordinary Shares or dispose of any or all of the Ordinary Shares beneficially owned by the Reporting Persons at any time.

Item 5.  Interest in Securities of the Issuer.

The information set forth in Items 2 and 3 and on the cover pages of this Statement is incorporated by reference in its entirety into this Item 5.

Item 6.  Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth in Item 4 of this Statement is incorporated by reference in its entirety into this Item 6.

Joint Filing Agreement

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement with respect to the joint filing of this Statement, and any amendment or amendments hereto.

Except as set forth in this Statement, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between such persons and any other person with respect to any securities of the Issuer.

Item 7.  Material to be Filed as Exhibits.

SIGNATURES

Dated: June 28, 2021	AMBLESIDE S.À R.L.
	By:          /s/ Gaël Sausy
	Name: Gaël Sausy
	Title:   B Manager and Authorized Signatory
	VITRUVIAN III LUXEMBOURG S.À R.L.
	By:          /s/ Gaël Sausy
	Name: Gaël Sausy
	Title:   B Manager and Authorized Signatory
	VIP III NOMINEES LIMITED
	By:       Vitruvian Partners LLP, its director
	By:          /s/ Robert James Sanderson
	Name:  Robert James Sanderson
	Title:    Partner
	VIP III LP
	By:       Vitruvian Partners LLP, designated member of its general partner
	By:          /s/ Robert James Sanderson
	Name:  Robert James Sanderson
	Title:    Partner
	VIP III CO-INVEST LP
	By:        Vitruvian Partners LLP, designated member of its general partner
	By:          /s/ Robert James Sanderson
	Name:  Robert James Sanderson
	Title:    Partner
	VITRUVIAN PARTNERS LLP
	By:          /s/ Robert James Sanderson
	Name:   Robert James Sanderson
	Title:     Partner

Appendix A

Covered Persons