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, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Tufin Software Technologies Ltd
| (Name of Issuer) |
|
Ordinary Shares, NIS 0.015 par value |
| (Title of Class of Securities) |
|
M8893U102 |
| (CUSIP Number) |
|
|
| February 16, 2022 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o 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. M8893U102 | SCHEDULE 13G |
| 1 |
NAME OF REPORTING PERSONS
EVR Research LP | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
|||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, USA | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
2,360,000* | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
2,360,000* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,000* | |||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |||
| 12 |
TYPE OF REPORTING PERSON
IA | |||
*See Item 4 for additional information.
| CUSIP No. M8893U102 | SCHEDULE 13G |
| 1 |
NAME OF REPORTING PERSONS
EVR Master Fund, LP | |||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o |
|||
| 3 |
SEC USE ONLY
| |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER
0 | ||
| 6 |
SHARED VOTING POWER
2,360,000* | |||
| 7 |
SOLE DISPOSITIVE POWER
0 | |||
| 8 |
SHARED DISPOSITIVE POWER
2,360,000* | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,360,000* | |||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |||
| 12 |
TYPE OF REPORTING PERSON
CO | |||
*See Item 4 for additional information.
| CUSIP No. M8893U102 | SCHEDULE 13G |
| Item 1. | (a) Name of Issuer |
Tufin Software Technologies Ltd (the “Issuer”)
| Item 1. | (b) Address of Issuer’s Principal Executive Offices |
5 Hashalom Road, ToHa Tower, Tel Aviv, Israel, 6789205
| Item 2. | (a, b, c) Names of Person Filing, Address of Principal Business Office, Citizenship: |
This report on Schedule 13G is being filed by EVR Research LP, a Delaware limited partnership (the “Firm”) and EVR Master Fund, LP, a Cayman Islands exempted company (“EVR Master”). The address for the Firm is 411 Libbie Avenue, Suite 3, Richmond, VA 23226. The address for EVR Master is 411 Libbie Avenue, Suite 3, Richmond, VA 23226.
| Item 2. | (d) Title of Class of Securities |
Ordinary Shares, NIS 0.015 par value (the “Ordinary Shares”)
| Item 2. | (e) CUSIP No.: |
M8893U102
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:
(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ☐ 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);
(j) ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
(k) ☐ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
| CUSIP No. 448579102 | SCHEDULE 13G |
Item 4. Ownership
Information with respect to the Firm’s and EVR Master’s ownership of securities of the Issuer is incorporated by reference to items (5) - (9) and (11) of the respective cover page of the Firm and EVR Master.
The Firm is the investment manager to EVR Master, EVR Opportunity Fund, LP, a Delaware limited partnership (“Onshore Feeder Fund”), and EVR Offshore Partners Fund, LTD, a Cayman Islands exempted company (“Offshore Feeder Fund”) (together with the EVR Master and Onshore Feeder Fund, “the EVR Funds”).
As of February 16, 2022, the Firm may be deemed to beneficially own an aggregate of 2,360,000 shares of Ordinary Shares, all of which are held by EVR Master. The number of shares reported above consists of (i) 1,630,000 Ordinary Shares and (ii) call options exercisable into 730,000 Ordinary Shares held by EVR Master. The Firm, as the investment manager to the EVR Funds, may be deemed to beneficially own these securities. Benjamin Wolf Joffe is the managing member of the general partner of the Firm and exercises investment discretion with respect to these securities.
Ownership percentages are based on 37,851,120 shares of Ordinary Shares reported as issued and outstanding as of December 31, 2021 in the Issuer’s press release entitled “Tufin Announces Fourth Quarter and Full Year 2021 Results” included as an Exhibit to the Form 6-K filed with the Securities and Exchange Commission on February 10, 2022.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
Item 6. Ownership of More Than Five 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.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. M8893U102 | 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 25, 2022
EVR Research LP
By: /s/ Charles Portz
Charles Portz, Chief Compliance Officer
EVR Master Fund, LP
By: /s/ Charles Portz
Charles Portz, Chief Compliance Officer
| CUSIP No. M8893U102 | SCHEDULE 13G |
Exhibit Index
1. Joint Filing Agreement dated as of February 25, 2022, by and between EVR Research LP and EVR Master Fund, LP