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. )*
Riskified Ltd.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
M8216R109
(CUSIP Number)
December 31, 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)
☐ 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. M8216R109 | Schedule 13G | Page 1 of 6 | ||||||
| 1 | Names of Reporting Persons Sundance NYC Holdings LLC | |||||||||||||
| 2 | Check the Appropriate Box if a Member of a Group | (a) ☐ (b) ☐ | ||||||||||||
| 3 | SEC Use Only | |||||||||||||
| 4 | Citizenship or Place of Organization Delaware | |||||||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power 0 | ||||||||||||
| 6 | Shared Voting Power 9,568,650 | |||||||||||||
| 7 | Sole Dispositive Power 0 | |||||||||||||
| 8 | Shared Dispositive Power 9,568,650 | |||||||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 9,568,650 | |||||||||||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |||||||||||||
| 11 | Percent of Class Represented by Amount in Row 9 11.6% | |||||||||||||
| 12 | Type of Reporting Person OO | |||||||||||||
| CUSIP No. M8216R109 | Schedule 13G | Page 2 of 6 | ||||||
| 1 | Names of Reporting Persons Assaf Feldman | |||||||||||||
| 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 3,901,300 | ||||||||||||
| 6 | Shared Voting Power 9,568,650 | |||||||||||||
| 7 | Sole Dispositive Power 3,901,300 | |||||||||||||
| 8 | Shared Dispositive Power 9,568,650 | |||||||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 13,469,950 | |||||||||||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable | |||||||||||||
| 11 | Percent of Class Represented by Amount in Row 9 15.8% | |||||||||||||
| 12 | Type of Reporting Person IN | |||||||||||||
| CUSIP No. M8216R109 | Schedule 13G | Page 3 of 6 | ||||||
ITEM 1.(a) Name of Issuer:
Riskified Ltd. (the “Issuer”).
(b)Address of Issuer’s Principal Executive Offices:
Europe House, Sderot Sha'ul HaMelech 37, Tel Aviv-Yafo, Israel
ITEM 2.(a) Name of Person Filing:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Sundance NYC Holdings LLC
Assaf Feldman
(b)Address or Principal Business Office:
The principal business address of the Reporting Persons is c/o Riskified, Inc., 220 5th Avenue, Floor 2, New York, NY, 10001.
(c)Citizenship of each Reporting Person is:
Sundance NYC Holdings LLC is organized under the laws of the State of Delaware. Assaf Feldman is a citizen of Israel.
(d)Title of Class of Securities:
Class A Ordinary Shares, no par value (“Class A Ordinary Shares”).
(e)CUSIP Number:
M8216R109
ITEM 3.
Not applicable.
ITEM 4.Ownership.
(a-c)
The ownership information presented below represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2021, based upon 75,909,531 shares of Class A Ordinary Shares outstanding as of December 31, 2021. The percent of class held by each Reporting Person assumes the conversion of all derivative securities held of record by such Reporting Person into Class A Ordinary Shares within 60 days of December 31, 2021.
| CUSIP No. M8216R109 | Schedule 13G | Page 4 of 6 | ||||||
| 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: | ||||||||||||||
| Sundance NYC Holdings LLC | 9,568,650 | 11.6% | — | 9,568,650 | — | 9,568,650 | ||||||||||||||
Assaf Feldman | 13,469,950 | 15.8% | 3,901,300 | 9,568,650 | 3,901,300 | 9,568,650 | ||||||||||||||
Assaf Feldman is the beneficial owner of 13,469,950 Class A Ordinary Shares, which consist of (i) 1,167,100 Class A Ordinary Shares held of record by Mr. Feldman, (ii) 2,734,200 Class A Ordinary Shares underlying the Class B Ordinary Shares of the Issuer held of record by Mr. Feldman that are convertible, at his election, before March 1, 2022, (iii) 3,189,550 Class A Ordinary Shares held of record by Sundance NYC Holdings LLC and (iv) 6,379,100 Class A Ordinary Shares underlying the Class B Ordinary Shares of the Issuer held of record by Sundance NYC Holdings LLC that are convertible, at its election, before March 1, 2022. Mr. Feldman is the manager of Sundance NYC Holdings LLC, and as such, may be deemed to share beneficial ownership over the securities held of record by Sundance NYC Holdings LLC.
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. M8216R109 | Schedule 13G | Page 5 of 6 | ||||||
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 10, 2022
Sundance NYC Holdings LLC
By: /s/ Assaf Feldman
Name: Assaf Feldman
Title: Manager
Assaf Feldman
/s/ Assaf Feldman
| CUSIP No. M8216R109 | Schedule 13G | Page 6 of 6 | ||||||
LIST OF EXHIBITS
| Exhibit No. | Description | ||||
| 99 | |||||
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 10, 2022.
Sundance NYC Holdings LLC
By: /s/ Assaf Feldman
Name: Assaf Feldman
Title: Member
Assaf Feldman
/s/ Assaf Feldman