SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

Sole Voting Power

0

Shared Voting Power

0

Sole Dispositive Power

0

Shared Dispositive Power

0

SC 13D/A 1 d488790dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Innovid Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

457679 108

(CUSIP Number)

c/o Innovid Corp.

30 Irving Place, 12th Floor

New York, NY 10003

(212) 966-7555

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 23, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*	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).


CUSIP No. 457679 108		13D		Page 1 of 5 pages


1		Names of Reporting Persons Genesis Partners III L.P.
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Cayman Islands


CUSIP No. 457679 108		13D		Page 2 of 5 pages


1		Names of Reporting Persons Eyal Kishon
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Israel


CUSIP No. 457679 108		13D		Page 3 of 5 pages


1		Names of Reporting Persons Eddy Shalev
2		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3		SEC Use Only
4		Source of Funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Israel


CUSIP No. 457679 108		13D		Page 4 of 5 pages

Explanatory Note

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) amends and supplements the Schedule 13D filed with the United States Securities and Exchange Commission (the “SEC”) on December 10, 2021 (the “Schedule 13D”) with respect to the shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Innovid Corp., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined herein shall have the meaning given in the Schedule 13D.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) – (b)

As of the date hereof, the Reporting Persons do not beneficially own any shares of Common Stock of the Issuer.

(c)	On March 23, 2023, Genesis Partners III L.P. completed a pro rata distribution in-kind of 19,350,638 shares of Common Stock to its partners for no consideration.

(d)

None.

(e)	This Amendment No. 1 is being filed to report that, as of March 23, 2023, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock of the Issuer.


CUSIP No. 457679 108		13D		Page 5 of 5 pages

SIGNATURES

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: March 29, 2023


Genesis Partners III L.P.

By:		/s/ Eyal Kishon
Name: Eyal Kishon
Title: Authorized Signatory

By:		/s/ Eyal Kishon
Name: Eyal Kishon

By:		/s/ Eddy Shalev
Name: Eddy Shalev

SEC Form SC 13D/A filed by Innovid Corp. (Amendment)