SEC Form SC 13G/A filed by monday.com Ltd. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),

(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

(Amendment No. 1)*

MONDAY.COM LTD.

(Name of Issuer)

ORDINARY SHARES, NO PAR VALUE

(Title of Class of Securities)

M7S64H106

(CUSIP Number)

December 31, 2022

(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 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 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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(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

(1)	Based on 45,085,307 Ordinary Shares outstanding as of May 31, 2022, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 21, 2022.

monday.com, Ltd. (the “Issuer”)

6 Yitzhak Sadeh Street, Tel Aviv-Yafo, Israel, 6777506

This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Grace Software Cross Fund Holdings, L.P., a Cayman Islands exempted limited partnership (“Grace”); (ii) Grace Software Holdings II GP, LLC, a Cayman Islands limited liability company (“Grace GP”); (iii) Insight Associates XI, L.P., a Cayman Islands exempted limited partnership (“IA XI LP”); (iv) Insight Associates XI, Ltd., a Cayman Islands exempted company (“IA XI Ltd”); (v) IG Aggregator, L.P., a Cayman Islands exempted limited partnership (“IGA”); (vi) Insight Venture Associates X, L.P., a Cayman Islands exempted limited partnership (“IVA X LP”); (vii) Insight Venture Associates X, Ltd., a Cayman Islands exempted company (“IVA X Ltd”); (viii) Insight Venture Partners IX, L.P., a Cayman Islands exempted limited partnership (“IVP IX”); (ix) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership (“Cayman IX”); (x) Insight Venture Partners (Delaware) IX, L.P., a Delaware limited partnership (“Delaware IX”); (xi) Insight Venture Partners IX (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“Co-Investors IX”, and together with IVP IX, Cayman IX and Delaware IX, the “Fund IX Entities”); (xii) Insight Venture Associates IX, L.P., a Cayman Islands exempted limited partnership (“IVA IX LP”); (xiii) Insight Venture Associates IX, Ltd., a Cayman Islands exempted company (“IVA IX Ltd”); and (xiv) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).

The general partner of each of the Fund IX Entities is IVA IX LP, whose general partner in turn is IVA IX Ltd. The general partner of IGA is IVA X LP, whose general partner in turn is IVA X Ltd. The general partner of Grace is Grace GP, whose manager in turn is IA XI LP, and whose general partner in turn is IA XI Ltd.  The sole shareholder of each of IVA IX Ltd, IVA X Ltd and IA XI Ltd is Holdings. 

The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.

See Item 2(a).

Ordinary shares, no par value

M7S64H106

 

 

 

 

 

 

 

 

Not applicable.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Not applicable.

As the general partner of Grace, Grace GP may be deemed to beneficially own all 379,038 Ordinary Shares held directly by Grace. As the manager of Grace GP, IA XI LP may be deemed to beneficially own all 379,038 Ordinary Shares held directly by Grace. As the general partner of IA XI LP, IA XI Ltd may be deemed to beneficially own all 379,038 Ordinary Shares held directly by Grace. As the general partner of IGA, IVA X LP may be deemed to beneficially own all 4,367,592 Ordinary Shares held directly by IGA. As the general partner of IVA X LP, IVA X Ltd may be deemed to beneficially own all 4,367,592 Ordinary Shares held directly by IGA. As the general partner of the Fund IX Entities, IVA IX LP may be deemed to beneficially own all 8,974,657 Ordinary Shares held directly by the Fund IX Entities. As the general partner of IVA IX LP, IVA IX Ltd may be deemed to beneficially own all 8,974,657 Ordinary Shares held directly by the Fund IX Entities. As the sole shareholder of IVA IX Ltd, IVA X Ltd and IA XI Ltd, Holdings may be deemed to beneficially own all 379,038 Ordinary Shares held directly by Grace, all 4,367,592 Ordinary Shares held directly by IGA and all 8,974,657 Ordinary Shares held directly by the Fund IX Entities. The foregoing is not an admission by Grace GP, IA XI LP, IA XI Ltd, IVA X LP, IVA X Ltd, IVA IX LP, IVA IX Ltd or Holdings that it is the beneficial owner of the shares held of record by Grace, IGA or the Fund IX Entities, nor is it an admission by Grace, IGA or the Fund IX Entities that it is the beneficial owner of any Ordinary Shares held by the other of Grace, IGA or the Fund IX Entities.

Not applicable.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Not applicable.

Not applicable.