UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Amendment No. 2)*
Taboola.com Ltd.
(Name of Issuer)
Ordinary Shares, No Par Value
(Title of Class of Securities)
M8744T106
(CUSIP Number)
Dan Tocatly,
47 David Hamelech Blvd.
Tel Aviv, 6423715
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Authorized to Receive Notices and Communications)
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 disclosures provided in a prior cover page.
The information required on 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).
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CUSIP No. M8744T106
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13G
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Page 2 of 6 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dan Tocatly |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☐ |
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Israel |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5.
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SOLE VOTING POWER
4,257,117
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6.
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SHARED VOTING POWER
16,229,011*
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7.
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SOLE DISPOSITIVE POWER
4,257,117
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8.
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SHARED DISPOSITIVE POWER
16,229,011
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,486,128
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.87 %**
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12.
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TYPE OF REPORTING PERSON (see instructions)
IN |
* These reflect the holdings of
the Shaka Trust, in which Dan Tocatly is the Grantor and ultimate beneficial owner.
** The denominator is based on 298,239,500 Ordinary
Shares as of October 31, 2023, as noted in the Form 10-Q for the quarterly period ended
September 30, 2023, filed by the Issuer on November 8, 2023.
Page 2 of 6 Pages
Item 1.
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(a)
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Name of Issuer
Taboola.com Ltd. |
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(b)
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Address of Issuer’s Principal Executive Offices
16 Madison Square West 7th Floor New York, NY 10010
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Item 2.
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(a)
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Name of Person Filing
Dan Tocatly |
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(b)
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Address of the Principal Office or, if none, residence
47 David Hamelech Blvd., Tel Aviv, 6423715, Israel |
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(c)
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Citizenship
Israeli |
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(d)
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Title of Class of Securities
Ordinary Shares, no par value |
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(e)
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CUSIP Number
M8744T106 |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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Page 3 of 6 Pages
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned: 20,486,128
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(b)
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Percent of class: 6.87%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote 4,257,117
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(ii)
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Shared power to vote or to direct the vote 16,229,011
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(iii)
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Sole power to dispose or to direct the disposition of 4,257,117
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(iv)
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Shared power to dispose or to direct the disposition of 16,229,011
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Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of 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 ☐.
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
Page 4 of 6 Pages
Item 10. Certification.
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(a)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
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(b)
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The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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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.
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Page 5 of 6 Pages
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.
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January 24, 2024
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Date
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| /s/ Dan Tocatly | |
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Signature
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Dan Tocatly
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Name/Title
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Page 6 of 6 Pages