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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___)*
INNOVID CORP.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
November 30, 2021
(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)
[X] 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 "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject or the liabilities of that section
of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1. Name of Reporting Persons.
Lauderdale GmbH & Co. KG
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) __________
(b) __________
3. SEC Use Only
4. Citizenship or Place of Organization. Germany
___________________________________________________________
Number of 5. Sole Voting Power: 7,277,981 (the "Shares")
Shares _______________________________________
Beneficially 6. Shared Voting Power: 0
Owned by _______________________________________
Each Reporting 7. Sole Dispositive Power: 7,277,981
Person With: _______________________________________
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,277,981
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ____
11. Percent of Class Represented by Amount in Row (9): 6.1%
12. Type of Reporting Person: FI
1. Name of Reporting Persons.
Deutsche Telekom Capital Partners Management GmbH
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) __________
(b) __________
3. SEC Use Only
4. Citizenship or Place of Organization. Germany
__________________________________________________________
Number of 5. Sole Voting Power: 7,277,981
Shares _______________________________________
Beneficially 6. Shared Voting Power: 0
Owned by _______________________________________
Each Reporting 7. Sole Dispositive Power: 7,277,981
Person With: _______________________________________
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,277,981
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ____
11. Percent of Class Represented by Amount in Row (9): 6.1%
12. Type of Reporting Person: FI
1. Name of Reporting Persons.
Deutsche Telekom Capital Partners Executive Pool GmbH & Co. KG
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) __________
(b) __________
3. SEC Use Only
4. Citizenship or Place of Organization. Germany
______________________________________________________
Number of 5. Sole Voting Power: 0
Shares __________________________________
Beneficially 6. Shared Voting Power: 7,277,981
Owned by __________________________________
Each Reporting 7. Sole Dispositive Power: 0
Person With: __________________________________
8. Shared Dispositive Power: 7,277,981
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,277,981
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ____
11. Percent of Class Represented by Amount in Row (9): 6.1%
12. Type of Reporting Person: FI
1. Name of Reporting Persons.
Deutsche Telekom AG
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) __________
(b) __________
3. SEC Use Only
4. Citizenship or Place of Organization. Germany
_______________________________________________________
Number of 5. Sole Voting Power: 0
Shares ____________________________________
Beneficially 6. Shared Voting Power: 7,277,981
Owned by ____________________________________
Each Reporting 7. Sole Dispositive Power: 0
Person With: ____________________________________
8. Shared Dispositive Power: 7,277,981
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,277,981
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ____
11. Percent of Class Represented by Amount in Row (9): 6.1%
12. Type of Reporting Person: FI
1. Name of Reporting Persons.
Vicente Vento Bosch, individually
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) __________
(b) __________
3. SEC Use Only
4. Citizenship or Place of Organization. Spain
_____________________________________________________
Number of 5. Sole Voting Power: 0
Shares __________________________________
Beneficially 6. Shared Voting Power: 7,277,981
Owned by __________________________________
Each Reporting 7. Sole Dispositive Power: 0
Person With: __________________________________
8. Shared Dispositive Power: 7,277,981
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,277,981
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ____
11. Percent of Class Represented by Amount in Row (9): 6.1%
12. Type of Reporting Person: IN
1. Name of Reporting Persons.
Raphael Kuebler, individually
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) __________
(b) __________
3. SEC Use Only
4. Citizenship or Place of Organization. Germany
____________________________________________________
Number of 5. Sole Voting Power: 0
Shares _________________________________
Beneficially 6. Shared Voting Power: 0
Owned by _________________________________
Each Reporting 7. Sole Dispositive Power: 0
Person With: _________________________________
8. Shared Dispositive Power: 7,277,981
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 7,277,981
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) ____
11. Percent of Class Represented by Amount in Row (9): 6.1%
12. Type of Reporting Person: IN
Item 1.
(a) Name of Issuer
INNOVID CORP.
(b) Address of Issuer's Principal Executive Offices
30 Irving Place, 12th Floor, New York, New York 10003
Item 2.
(a) The name of the persons filing this statement are:
This statement is filed on behalf of Lauderdale GmbH & Co. KG,
a German limited liability partnership ("Lauderdale"), Deutsche
Telekom Capital Partners Management GmbH, a German limited
liability company ("DTCP-M"), which is the Managing Limited
Partner of Lauderdale, Deutsche Telekom Capital Partners
Executive Pool GmbH & Co. KG, a German limited liability
partnership ("DTCP Executive Partner"), Deutsche Telekom
AG, a German corporation ("DTAG"), Vicente Vento Bosch,
individually, and Raphael Kuebler, individually
(collectively, the "Filers").
The Filers have entered into a Joint Filing Agreement, dated as of
December 10, 2021, a copy of which is attached as Exhibit A to
this statement.
(b) The principal business office of the Filers other than DTAG is
located at
Am Sandtorpark 2, Hamburg, 20457 Germany
The principal business office of DTAG is located at
Friedrich-Ebert-Allee 140, 53113 Bonn, Germany (DTAG only)
(c) For citizenship of Filers, see Item 4 of the cover sheet for
each Filer.
(d) This statement relates to the Issuer's Common Stock,
par value $0.0001 per share.
(e) The CUSIP number of the Issuer is: 457679108
Item 3. If this statement is filed pursuant to rule 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable
Item 4. Ownership
The information required by Items 4(a)-(c) is set forth in Rows 5
through 9 and 11 of the cover page for each Reporting Person.
Lauderdale is the record holder of the Shares. All investment and disposition
decisions for Lauderdale are made by an investment committee comprised of
Mr. Vicente Vento Bosch (chair) and Mr. Raphael Kuebler. As a result, Mr.
Kuebler and Mr. Vento Bosch may be deemed to share dispositive power with
respect to the Shares held by Lauderdale and thus to have beneficial ownership
of such Shares. Each of Mr. Kuebler and Mr. Vento Bosch otherwise disclaims
beneficial ownership of such Shares other than to the extent of any pecuniary
interest therein.
Lauderdale is managed by its managing limited partner, DTCP-M. As the
managing limited partner, DTCP-M has voting and dispositive power with
respect to the Shares and therefore may be deemed to have beneficial ownership
of such Shares. None of the members of DTCP-M's investment committee
(Beirat) is deemed a beneficial owner of the Shares under Section 13(d) of
the Exchange Act due to the approval standard for committee action.
Thus, each such committee member disclaims any beneficial ownership
of the Shares held by Lauderdale other than to the extent of any pecuniary
interest therein.
DTCP-M is controlled by DTAG, a publicly traded company organized
under the laws of Germany, and DTCP Executive Partner, which is controlled
by Mr. Vento Bosch. Each of DTAG and DTCP Executive Partner may be
deemed to share voting and dispositive power over the Shares held directly by
Lauderdale and therefore to have beneficial ownership of such shares. DTAG's
stock is traded on seven stock exchanges in Germany, including the Frankfurt
Stock Exchange and OTCQX, and it is managed by its board of directors.
DTAG, DTCP Executive Partner and Mr. Vento Bosch otherwise disclaim
beneficial ownership of the Shares owned by Lauderdale except to the extent
of any pecuniary interest therein. The mailing address for Lauderdale, DTCP-M,
DTCP Executive Partner, Mr. Kuebler and Mr. Vento Bosch is Am Sandtorpark 2,
20457 Hamburg, Germany. The mailing address for DTAG is Friedrich-Ebert-Allee
140, 53113 Bonn, Germany.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as off 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.
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.
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: December 10, 2021
LAUDERDALE GMBH & CO. KG
By: Deutsche Telekom Capital Partners
Management GmbH
(acting as managing limited partner)
By: ______________*_____________
Vicente Vento Bosch, Chief Executive Officer of Deutsche Telekom
Capital Partners Management GmbH
*/s/ Karen Masterson Dienst_______
Karen Masterson Dienst Esq.
Name/Title Attorney-In-Fact
This Schedule 13G was executed by Karen Masterson Dienst pursuant
to the Powers of Attorney attached hereto as Exhibit B and Exhibit C
and incorporated herein by reference. The original statement shall be
signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on behalf of a
person by his authorized representative other than an executive officer
or general partner of the filing person, evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which is
already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be
typed or printed beneath his signature.
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13G
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the undersigned agree to the joint filing on behalf of each of them
with the Securities and Exchange Commission (the "SEC") of any and all
statements on Schedule 13G (and any amendments or supplements thereto)
required under section 13(d) of the Securities Exchange Act of 1934, as
amended, with respect to the shares of Common Stock, $0.0001 par value
per share, of Innovid Corp. beneficially owned, or deemed to be beneficially
owned, by them, and further agree that this Joint Filing Agreement shall be
included as an Exhibit to such joint filing.
The undersigned further agree that each party hereto is responsible for the
timely filing of such statements and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided that no party is responsible for the completeness or accuracy
of the information concerning any other party, unless such party knows or has
reason to believe that such information is inaccurate. The undersigned shall
not be deemed to admit that the undersigned was required to file a statement
on Schedule 13G by reason of entering into this Joint Filing Agreement.
This Joint Filing Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement. This Joint Filing
Agreement shall have a term of one year from the date hereof, provided
that any party may terminate this Joint Filing Agreement as to such party
upon thirty (30) days written notice to the other parties. This Joint Filing
Agreement will be governed by the laws of the State of California, and the
federal and state courts of the State of California shall have exclusive
jurisdiction over any disputes concerning or arising in connection with
this Joint Filing Agreement.
Dated: December 10, 2021
LAUDERDALE GMBH & CO. KG
By: Deutsche Telekom Capital Partners Management
GmbH (acting as managing limited partner)
By: *
Vicente Vento Bosch, Chief Executive Officer of Deutsche Telekom
Capital Partners Management GmbH
DEUTSCHE TELEKOM CAPITAL PARTNERS MANAGEMENT GMBH
By: *
Vicente Vento Bosch, Chief Executive Officer
DEUTSCHE TELEKOM CAPITAL PARTNERS EXECUTIVE POOL GMBH & CO. KG
By: Deutsche Telekom Capital Partners Fund
GmbH (acting as general partner)
By: *
Vicente Vento Bosch, Managing Director
DEUTSCHE TELEKOM AG
By: /s/ Ulrich Zwach
Dr. Ulrich Zwach, Vice President,
DT Legal
By: /s/ Christoph Appel
Christoph Appel, Senior Legal Counsel, DT Legal
VICENTE VENTO BOSCH, individually
By: *
RAPHAEL KUEBLER, individually
By: *
EXHIBIT B
POWER OF ATTORNEY
Know all by these presents, that the undersigned, Raphael
Kuebler, a member of the investment committee through which
investment decisions for Lauderdale GmbH & Co. KG (the "Fund")
are made, hereby constitutes and appoints Karen Masterson Dienst as
the undersigned's true and lawful attorney-in-fact and agent to:
(1) prepare, execute and deliver for and on behalf of the undersigned
a Schedule 13G with the SEC in accordance with Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations promulgated thereunder; (2) do and perform
any and all acts for and on behalf of the undersigned that may be necessary
or desirable to complete and execute such Schedule 13G, complete and
execute any amendment or amendments thereto,
and timely file such forms
or amendments with the SEC and any stock exchange or similar authority,
as required; and (3) take any other action of any nature whatsoever in
connection with the foregoing which, in the opinion of any such
attorney-in-fact, may be of benefit, in the best interest of, or legally
required by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorney-in-fact, in serving in such capacity at the
request of the undersigned, is not assuming any of the undersigned's
responsibilities to comply with Section 13 of the Exchange Act.
This Power of Attorney shall remain in full force and
effect with respect to the undersigned until revocation by the
undersigned in a signed writing delivered to the Fund and the
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this
Power of Attorney to be executed as of the 10th day of December, 2021.
Raphael Kuebler
EXHIBIT C
POWER OF ATTORNEY
Know all by these presents, that the undersigned, Vicente
Vento Bosch, the Chief Executive Officer of Deutsche Telekom
Capital Partners Management GmbH ("DTCP-M"), the Managing
Limited Partner of Lauderdale GmbH & Co. KG (the "Fund"), the
Managing Director of Deutsche Telekom Capital Partners Executive
Pool GmbH & Co. KG ("Executive Partner"), and a member of the
investment committee through which investment decisions for the Fund
are made, hereby constitutes and appoints Karen Masterson Dienst as the
undersigned's true and lawful attorney-in-fact and agent to: (1) prepare,
execute, deliver and file on behalf of the undersigned, individually, and
on behalf of the Fund, DTCP-M, the Executive Partner and their respective
affiliates (the "DTCP Entities"), a Schedule 13G with the SEC in accordance
with Section 13 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations promulgated thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned and
the DTCP Entities that may be necessary or desirable to complete and execute
such Schedule 13G, complete and execute any amendment or amendments
thereto, and timely file such forms or amendments with the SEC and any stock
exchange or similar authority, as required; and (3) take any other action
of any nature whatsoever in connection with the foregoing which, in the
opinion of any such attorney-in-fact, may be of benefit, in the best
interest of, or legally required, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned pursuant to
this Power of Attorney shall be in such form and shall contain such terms
and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents
and purposes as the undersigned might or could do if personally present,
with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, shall lawfully do or cause to be done by virtue
of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving
in such capacity at the request of the undersigned, is not assuming any of
the undersigned's responsibilities to comply with Section 13 of the
Exchange Act.
This Power of Attorney shall remain in full force and effect with
respect to the undersigned until revocation by the undersigned in a signed
writing delivered to the Fund and the attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 10th day of December, 2021.
Vicente Vento Bosch
CUSIP No. 457679108
Schedule 13G
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