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. 2 – Exit Filing)*

MONDAY.COM LTD.

(Name of Issuer)

ORDINARY SHARES, NO PAR VALUE

(Title of Class of Securities)

M7S64H106

(CUSIP Number)

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 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).

CUSIP No. M7S64H106

13G

Page 2 of 19 Pages

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

CUSIP No. M7S64H106

13G

Page 4 of 19 Pages

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

CUSIP No. M7S64H106

13G

Page 5 of 19 Pages

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

(1)	Based on 48,277,499 Ordinary Shares outstanding as of May 31, 2023, as reported on Form 6-K filed with the U.S. Securities and Exchange Commission on June 26, 2023.

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

Item 3.	If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a:
	(a)  ☐	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)  ☐	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)  ☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)  ☐	Investment company registered under Section 8 of the Investment Company Act.
	(e)  ☐	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)  ☐	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)  ☐	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)  ☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)  ☐	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)  ☐	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

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.

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.

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.

EXHIBIT INDEX