Sec Form 13G Filing - Viola Ventures III L.P. filing for ironSource Ltd (IS) - 2022-02-14

(1)	Consists of (i) 36,710,809 Class A ordinary shares and (ii) an additional 36,710,809 Class A ordinary shares issuable upon conversion, on a one-for-one basis, of an equivalent number of Class B ordinary shares, held by the Reporting Person.

(2)	These 73,421,618 ordinary shares include 36,710,809 Class B ordinary shares that are entitled to five votes each (as well as 36,710,809 Class A ordinary shares entitled to one vote each), so the voting power possessed by the Reporting Person is proportionately greater (see footnote (4) below).

(3)	The percentage of class is based on 1,018,468,804 ordinary shares, consisting of 652,938,412 Class A ordinary shares and 365,530,392 Class B ordinary shares, issued and outstanding as of December 31, 2021, based on information provided by the Issuer to the Reporting Person.

(4)	This percentage constitutes the percentage of outstanding ordinary shares. Because the Class B ordinary shares are entitled to five votes, and Class A ordinary shares are entitled to one vote, per share, the percentage of the outstanding voting power possessed by the Reporting Person is 8.9%.

(1)

Consists of (i) 36,710,809 Class A ordinary shares and (ii) an additional 36,710,809 Class A ordinary shares issuable upon conversion, on a one-for-one basis, of an equivalent number of outstanding Class B ordinary shares, which are held by Viola Ventures III, L.P. The Reporting Person serves as the sole general partner of Viola Ventures III, L.P. and may therefore be deemed to share voting and investment power with respect to those shares.

(2)	These 73,421,618 ordinary shares include 36,710,809 Class B ordinary shares that are entitled to five votes each (as well as 36,710,809 Class A ordinary shares entitled to one vote each), so the voting power possessed by the Reporting Person is proportionately greater (see footnote (4) below).

(3)	The percentage of class is based on 1,018,468,804 ordinary shares, consisting of 652,938,412 Class A ordinary shares and 365,530,392 Class B ordinary shares, issued and outstanding as of December 31, 2021, based on information provided by the Issuer to the Reporting Person.

(4)	This percentage constitutes the percentage of outstanding ordinary shares. Because the Class B ordinary shares are entitled to five votes, and Class A ordinary shares are entitled to one vote, per share, the percentage of the outstanding voting power possessed by the Reporting Person is 8.9%.

(1)

Consists of (i) 36,710,809 Class A ordinary shares and (ii) an additional 36,710,809 Class A ordinary shares issuable upon conversion, on a one-for-one basis, of an equivalent number of outstanding Class B ordinary shares, which are held by Viola Ventures III, L.P., as to which the Reporting Person shares voting and dispositive power by virtue of his serving as a director of its sole general partner, Viola Ventures GP 3 Ltd.

(2)	These 73,421,618 ordinary shares include 36,710,809 Class B ordinary shares that are entitled to five votes each (as well as 36,710,809 Class A ordinary shares entitled to one vote each), so the voting power possessed by the Reporting Person is proportionately greater (see footnote (4) below).

(3)	The percentage of class is based on 1,018,468,804 ordinary shares, consisting of 652,938,412 Class A ordinary shares and 365,530,392 Class B ordinary shares, issued and outstanding as of December 31, 2021, based on information provided by the Issuer to the Reporting Person.

(4)	This percentage constitutes the percentage of outstanding ordinary shares. Because the Class B ordinary shares are entitled to five votes, and Class A ordinary shares are entitled to one vote, per share, the percentage of the outstanding voting power possessed by the Reporting Person is 8.9%.

(1)

Consists of (i) 36,710,809 Class A ordinary shares and (ii) an additional 36,710,809 Class A ordinary shares issuable upon conversion, on a one-for-one basis, of an equivalent number of outstanding Class B ordinary shares, which are held by Viola Ventures III, L.P., as to which the Reporting Person shares voting and dispositive power by virtue of his serving as a director of its sole general partner, Viola Ventures GP 3 Ltd.

(2)	These 73,421,618 ordinary shares include 36,710,809 Class B ordinary shares that are entitled to five votes each (as well as 36,710,809 Class A ordinary shares entitled to one vote each), so the voting power possessed by the Reporting Person is proportionately greater (see footnote (4) below).

(3)	The percentage of class is based on 1,018,468,804 ordinary shares, consisting of 652,938,412 Class A ordinary shares and 365,530,392 Class B ordinary shares, issued and outstanding as of December 31, 2021, based on information provided by the Issuer to the Reporting Person.

(4)	This percentage constitutes the percentage of outstanding ordinary shares. Because the Class B ordinary shares are entitled to five votes, and Class A ordinary shares are entitled to one vote, per share, the percentage of the outstanding voting power possessed by the Reporting Person is 8.9%.

(1)

Consists of (i) 36,710,809 Class A ordinary shares and (ii) an additional 36,710,809 Class A ordinary shares issuable upon conversion, on a one-for-one basis, of an equivalent number of outstanding Class B ordinary shares, which are held by Viola Ventures III, L.P., as to which the Reporting Person shares voting and dispositive power by virtue of his serving as a director of its sole general partner, Viola Ventures GP 3 Ltd.

(2)	These 73,421,618 ordinary shares include 36,710,809 Class B ordinary shares that are entitled to five votes each (as well as 36,710,809 Class A ordinary shares entitled to one vote each), so the voting power possessed by the Reporting Person is proportionately greater (see footnote (4) below).

(3)	The percentage of class is based on 1,018,468,804 ordinary shares, consisting of 652,938,412 Class A ordinary shares and 365,530,392 Class B ordinary shares, issued and outstanding as of December 31, 2021, based on information provided by the Issuer to the Reporting Person.

(4)	This percentage constitutes the percentage of outstanding ordinary shares. Because the Class B ordinary shares are entitled to five votes, and Class A ordinary shares are entitled to one vote, per share, the percentage of the outstanding voting power possessed by the Reporting Person is 8.9%.

(i)

Viola Ventures III, L.P.  (“Viola III L.P.”)

(ii)

Viola Ventures GP 3 Ltd.  (“Viola GP 3”)

(iii)

Shlomo Dovrat

(iv)

Harel Beit-On

(v)

Avi Zeevi

(i)

Viola III L.P.— Cayman Islands

(ii)

Viola GP 3— Israel

(iii)

Each Reporting Individual— Israel

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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 association 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)	☐	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: _________________   Not applicable.

I.

Viola III L.P.

(a)

Amount beneficially owned: 73,421,618 Class A ordinary shares and Class B ordinary shares (1) (2) (3)

(b)

Percent of class*: 7.2%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 73,421,618 (1) (2)

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose of or to direct the disposition of: 73,421,618 (1)

(iv)

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

II.

Viola GP 3

(a)

Amount beneficially owned: 73,421,618 Class A ordinary shares and Class B ordinary shares (1) (2) (3)

(b)

Percent of class*: 7.2%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 73,421,618 (1) (2)

(iii)

Sole power to dispose of or to direct the disposition of: 0

(iv)

Shared power to dispose of or to direct the disposition of:  73,421,618 (1)

(a)

Amount beneficially owned: 73,421,618 Class A ordinary shares and Class B ordinary shares (1) (2) (3)

(b)

Percent of class*: 7.2%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 0

(ii)

Shared power to vote or to direct the vote: 73,421,618 (1) (2)

(iii)

Sole power to dispose of or to direct the disposition of: 0

(iv)

Shared power to dispose of or to direct the disposition of: 73,421,618 (1)

	VIOLA VENTURES III, L.P.
	By:  Viola Ventures GP 3 Ltd., its sole General Partner
	By: /s/ Shlomo Dovrat
	Name: Shlomo Dovrat
	Title: Director
	By: /s/ Itzik Avidor
	Name: Itzik Avidor
	Title: Director
	VIOLA VENTURES GP 3 LTD.
	By: /s/ Shlomo Dovrat
	Name: Shlomo Dovrat
	By: /s/ Itzik Avidor
	Name: Itzik Avidor
	/s/ Shlomo Dovrat
	SHLOMO DOVRAT
	/s/ Harel Beit-On
	HAREL BEIT-ON
	/s/ Avi Zeevi
	AVI ZEEVI