Incredimail 2014 Annual Report Download - page 65

ITEM 7. MAJOR SHARE HO LDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The following table sets forth information regarding the beneficial ownership of our ordinary shares as of April 13, 2015 by each person
or group of affiliated persons that we know beneficially owns more than 5% of our outstanding ordinary shares. Other than with respect to our
directors and officers, we have relied on public filings with the SEC.
Beneficial ownership of shares is determined in accordance with the Exchange Act and the rules promulgated thereunder, and generally
includes any shares over which a person exercises sole or shared voting or investment power. Ordinary shares that are issuable upon the exercise
of warrants, RSUs or stock options that are vested or will vest within 60 days of a specified date are deemed to be outstanding and beneficially
owned by the person holding the stock options or warrants for the purpose of computing the percentage ownership of that person, but are not
treated as outstanding for the purpose of computing the percentage ownership of any other person.
Except as indicated in the footnotes to this table, to our knowledge, each shareholder in the table has sole voting and investment power
for the shares shown as beneficially owned by such shareholder. Our major shareholders do not have different voting rights than our other
shareholders.
On October 4, 2012, CCM Master Qualified Fund, Ltd. ("CCM"), Coghill Capital Management, L.L.C ("Coghill LLC") and Mr. Clint
Coghill jointly filed a Schedule 13G reporting the beneficial ownership of 496,772, or 5.01%, of our ordinary shares. Mr. Coghill is the
managing member of Coghill LLC, an entity which serves as the investment manager of CCM. On February 14, 2013, CCM, Coghill LLC and
Mr. Coghill jointly filed a Schedule 13G/A reporting the beneficial ownership of 567,616, or 4.72%, of our ordinary shares and therefore they
had ceased to be the beneficial owners of more than 5% of our outstanding shares.
Name
Number of
Ordinary
Shares
Beneficially
Owned
Percentage
of Ordinary
Shares
Outstanding
(1)
Ronen Shilo (2)
9,843,163
13.9
%
Dror Erez (3)
9,365,226
13.2
%
Benchmark Israel II, L.P. and affiliates (4)
9,638,257
13.6
%
Zack and Orli Rinat (5)
6,484,347
9.1
%
Project Condor LLC (6)
4,203,067
5.9
%
(1)
Based upon 70,944,168 ordinary shares outstanding as of April 13, 2015.
(2)
Based solely upon, and qualified in its entirety with reference to, a Schedule 13D filed with the SEC on January 13, 2014, by Mr. Shilo.
(3)
Based upon information provided to us by Mr. Erez. Includes options to purchase 3,333 ordinary shares, that are vested or will vest
within 60 days of April 13, 2015.
(4)
Based solely upon, and qualified in its entirety with reference to, a Schedule 13G filed with the SEC on February 17, 2015, by
Benchmark Israel II, L.P. ("BI II") and affiliates. BCPI Partners II, L.P. ("BCPI-
P"), the general partner of BI II may be deemed to have
sole power to vote and dispose of the 9,353,409 shares directly held by BI II. BCPI Corporation II ("BCPI-
C"), the general partner of
BCPI-
P, may be deemed to have sole power to vote and dispose of the shares directly held by BI II. Michael A. Eisenberg and Arad
Naveh, the directors of BCPI
-
C, may be deemed to have shared power to vote and dispose of the shares directly held by BI II. 284,848
shares are held in nominee form for the benefit of persons associated with BCPI-C. BCPI-
P may be deemed to have sole power to vote
these shares, BCPI-
C may be deemed to have sole power to vote these shares and Messrs. Eisenberg and Naveh may be deemed to have
shared power to vote these shares.
(5)
Based solely upon, and qualified in its entirety with reference to, a Schedule 13G filed with the SEC on January 16, 2014, by Zack and
Orli Rinat. The Ordinary Shares are held by Zack Rinat and Orli Rinat as community property.
(6)
Based solely upon, and qualified in its entirety with reference to, a Schedule 13G filed with the SEC on January 10, 2014, by Project
Condor LLC. Project Condor LLC is a member-
managed limited liability company. J.P. Morgan Digital Growth Fund L.P. ("DGF")
and 522 Fifth Avenue Fund, L.P. ("522 Fund") are the only members of Project Condor LLC. J.P. Morgan Investment Management
Inc., a registered investment adviser under the Investment Advisers Act of 1940, is the investment advisor to DGF and 522 Fund.
Voting and dispositive power with respect to the shares indirectly held by DGF and 522 Fund through Project Condor LLC reside with
J.P. Morgan Investment Management Inc. (which acts in respect of the shares through a committee of over 30 individuals in its Private
Equity Group, each with an equal vote) and not with any natural persons.
60