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>>
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
monday.com Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
M7S64H106
(CUSIP Number)
December 31, 2023
(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. M7S64H106
|
Schedule 13G
|
Page 2 of 5
|
|
1
|
Names of Reporting Persons
|
|
|
||
| Roy Mann |
|
|
|||
|
|
|
||||
|
2
|
Check the Appropriate Box if a Member of a Group
|
||||
|
(a) ☐
|
|||||
|
(b) ☐
|
|
|
|||
|
3
|
SEC Use Only
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
Citizenship or Place of Organization
|
|
|
||
| Israel |
|
|
|||
|
|
|
||||
|
Number of Shares
Beneficially Owned
by Each Reporting
Person With
|
5
|
Sole Voting Power
|
|
|
|
|
5,465,519
|
|
|
|||
|
|
|
||||
|
6
|
Shared Voting Power
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
7
|
Sole Dispositive Power
|
|
|
||
|
5,465,519
|
|
|
|||
|
|
|
||||
|
8
|
Shared Dispositive Power
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
|
|
||
|
5,465,519
|
|
|
|||
|
|
|
||||
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
|
|
||
|
Not Applicable
|
|
|
|||
|
|
|
||||
|
11
|
Percent of Class Represented by Amount in Row 9
|
|
|
||
| 11.2% |
|
|
|||
|
|
|
||||
|
12
|
Type of Reporting Person
|
|
|
||
| IN |
|
|
|||
|
|
|
||||
|
CUSIP No. M7S64H106
|
Schedule 13G
|
Page 3 of 5
|
| ITEM 1. |
(a) | Name of Issuer: |
monday.com Ltd. (the “Issuer”).
| (b) |
Address of Issuer’s Principal Executive Offices:
|
6 Yitzhak Sadeh Street, Tel Aviv, 6777506 Israel
| ITEM 2. |
(a) | Name of Person Filing: |
This statement is filed on behalf of Roy Mann (the “Reporting Person”).
| (b) |
Address or Principal Business Office:
|
The business address of the Reporting Person is 6 Yitzhak Sadeh Street, Tel Aviv, 6777506 Israel.
| (c) |
Citizenship of each Reporting Person is:
|
The Reporting Person is a citizen of Israel.
| (d) |
Title of Class of Securities:
|
Ordinary Shares, no par value per share (“Ordinary Shares”).
| (e) |
CUSIP Number:
|
M7S64H106
ITEM 3.
Not applicable.
|
CUSIP No. M7S64H106
|
Schedule 13G
|
Page 4 of 5
|
| ITEM 4. |
Ownership.
|
(a-c)
The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of December 31, 2023,
based upon 48,923,903 Ordinary Shares outstanding as of December 31, 2023, as provided by the Issuer.
|
Reporting Person
|
Amount
beneficially
owned
|
Percent
of class:
|
Sole power to vote or to direct the vote:
|
Shared power to vote or to direct the vote:
|
Sole power to dispose or to direct the disposition
of:
|
Shared
power to
dispose or
to direct
the
disposition
of:
|
||||||||||||||||||
|
Roy Mann
|
5,465,519
|
11.2
|
%
|
5,465,519
|
0
|
5,465,519
|
0
|
|||||||||||||||||
The Reporting Person is record holder of 5,465,519 Ordinary Shares, which consists of (i) 5,420,137 Ordinary Shares held of record by the Reporting Person and (ii) 45,382
Ordinary Shares underlying stock options and restricted stock units that are vested or will vest within 60 days of December 31, 2023.
| 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.
|
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.
|
Not applicable.
|
CUSIP No. M7S64H106
|
Schedule 13G
|
Page 5 of 5
|
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 7, 2024
|
|
Roy Mann
/s/ Roy Mann
|