SCHEDULE 13G/A: Thoma Bravo Affiliates Disclose 2.49% Stake in CyberArk Software Ltd. Following Venafi Merger Share Issuance
Amendment to Beneficial Ownership Statement
Thoma Bravo UGP, LLC and Triton Seller, LP have filed an amended Schedule 13G, disclosing a beneficial ownership of 2.49% in CyberArk Software Ltd. ordinary shares, including shares issued as part of the Venafi merger.
Summary
- Thoma Bravo UGP, LLC and Triton Seller, LP, as Reporting Persons, jointly filed an Amendment No. 1 to Schedule 13G regarding their beneficial ownership in CyberArk Software Ltd.
- The Reporting Persons collectively beneficially own 1,142,538 ordinary shares of CyberArk Software Ltd.
- This ownership represents 2.49% of CyberArk's outstanding ordinary shares.
- The percentage is calculated based on 43,573,526 ordinary shares outstanding as of September 30, 2024, plus an additional 2,285,076 ordinary shares issued pursuant to the Agreement and Plan of Merger dated May 19, 2024, involving CyberArk, Triton Merger Sub, Inc., Venafi Holdings, Inc., and Venafi Parent, LP.
- Thoma Bravo UGP, LLC is the ultimate general partner of investment funds that are limited partners of Triton Seller, LP, leading to Thoma Bravo UGP being deemed a beneficial owner.
- The shares were not acquired and are not held for the purpose of changing or influencing the control of CyberArk Software Ltd.
Sentiment
Score: 5
Explanation: The document is a factual regulatory filing disclosing beneficial ownership and does not contain information that would typically influence sentiment positively or negatively.
Future Outlook
NA
Industry Context
CyberArk Software Ltd. is a prominent cybersecurity company specializing in identity security. Thoma Bravo, a leading private equity firm, frequently invests in software and technology companies, including those in the cybersecurity sector. This filing indicates their continued, albeit non-controlling, investment in CyberArk, aligning with their strategy of holding stakes in established software businesses.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Joint Filing Agreement | Thoma Bravo UGP, LLC and Triton Seller, LP entered into a Joint Filing Agreement dated October 8, 2024, to jointly file the Schedule 13G and any amendments in accordance with Rule 13d-1(k)(1) under the Act. | 2024-10-08 | Streamlines regulatory reporting for the affiliated entities holding a stake in CyberArk. |
Related Party Transactions
- Thoma Bravo UGP, LLC is the ultimate general partner of certain investment funds (Thoma Bravo Funds) affiliated with Thoma Bravo, L.P. These Thoma Bravo Funds, along with certain unaffiliated investors, are limited partners of Triton Seller, LP. Due to this relationship, Thoma Bravo UGP, LLC may be deemed the beneficial owner of the Ordinary Shares directly owned by Triton Seller, LP.
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant, though non-controlling, ownership stake held by institutional investors affiliated with Thoma Bravo, a prominent private equity firm.
Key Dates
| Date | Description |
|---|---|
| 2024-05-19 | Date of Agreement and Plan of Merger among CyberArk Software Ltd., Triton Merger Sub, Inc., Venafi Holdings, Inc., and Venafi Parent, LP. |
| 2024-09-30 | Date as of which 43,573,526 Ordinary Shares of CyberArk Software Ltd. were reported outstanding. |
| 2024-10-08 | Date of the Joint Filing Agreement between Thoma Bravo UGP, LLC and Triton Seller, LP, and original Schedule 13G filing date. |
| 2024-12-05 | Date CyberArk's Report of Foreign Private Issuer on Form 6-K was filed with the SEC, reporting outstanding shares. |
| 2024-12-09 | Date of Event Which Requires Filing of this Statement (Schedule 13G Amendment No. 1). |
| 2025-02-07 | Signature date for the Schedule 13G Amendment No. 1 filing. |
Keywords
CyberArk Software Ltd., Thoma Bravo, Triton Seller, Schedule 13G, Beneficial Ownership, SEC Filing, Cybersecurity, Venafi Merger, Institutional Investor
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