UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 205491
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
WalkMe Ltd.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
M97628107
(CUSIP Number)
12/31/2021
(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. M97628107
| 1. |
Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only) Scale Venture Partners IV, LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (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
9,429,021 (1) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
9,429,021 (1) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,429,021 (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
11.40% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents Ordinary Shares held on December 31, 2021 by Scale Venture Partners IV, LP (“SVP IV”). Scale Venture Management IV, LLC (“SVM IV”) is the general partner of Scale Venture Management IV, LP (“SVM LP”), the general partner of SVP IV. SVM IV is the ultimate general partner of SVP IV and has sole voting and dispositive power with respect to the shares held by SVP IV. |
| (2) | Based on 82,652,098 Ordinary Shares after the completion of the Issuer’s initial public offering, as reported in the Final Prospectus on Form 424B4 filed with the Securities and Exchange Commission on June 16, 2021. |
CUSIP No. M97628107
| 1. |
Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only) Scale Venture Management IV, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (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
9,429,021 (1) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
9,429,021 (1) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,429,021 (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
11.40% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Represents Ordinary Shares held on December 31, 2021 by Scale Venture Partners IV, LP (“SVP IV”). Scale Venture Management IV, LLC (“SVM IV”) is the general partner of Scale Venture Management IV, LP (“SVM LP”), the general partner of SVP IV. SVM IV is the ultimate general partner of SVP IV and has sole voting and dispositive power with respect to the shares held by SVP IV. |
| (2) | Based on 82,652,098 Ordinary Shares after the completion of the Issuer’s initial public offering, as reported in the Final Prospectus on Form 424B4 filed with the Securities and Exchange Commission on June 16, 2021. |
CUSIP No. M97628107
| 1. |
Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only) Scale Venture Management IV, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
California | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
9,429,021 (1) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
9,429,021 (1) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,429,021 (1) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
11.40% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Represents Ordinary Shares held on December 31, 2021 by Scale Venture Partners IV, LP (“SVP IV”). Scale Venture Management IV, LLC (“SVM IV”) is the general partner of Scale Venture Management IV, LP (“SVM LP”), the general partner of SVP IV. SVM IV is the ultimate general partner of SVP IV and has sole voting and dispositive power with respect to the shares held by SVP IV. |
| (2) | Based on 82,652,098 Ordinary Shares after the completion of the Issuer’s initial public offering, as reported in the Final Prospectus on Form 424B4 filed with the Securities and Exchange Commission on June 16, 2021. |
CUSIP No. M97628107
| 1. |
Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only) Rory O’Driscoll | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
US | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
9,429,021 (3) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
9,429,021 (3) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,429,021 (3) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
11.40% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (2) | Based on 82,652,098 Ordinary Shares after the completion of the Issuer’s initial public offering, as reported in the Final Prospectus on Form 424B4 filed with the Securities and Exchange Commission on June 16, 2021. |
| (3) | Represents Ordinary Shares held on December 31, 2021 by Scale Venture Partners IV, LP (“SVP IV”). Scale Venture Management IV, LLC (“SVM IV”) is the general partner of Scale Venture Management IV, LP (“SVM LP”), the general partner of SVP IV. SVM IV is the ultimate general partner of SVP IV and has sole voting and dispositive power with respect to the shares held by SVP IV. The reporting person is a manager of SVM IV and shares voting and dispositive power over the shares held by SVP IV with the other managers of SVM IV. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein. |
CUSIP No. M97628107
| 1. |
Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only) Stacey Bishop | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
US | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
9,429,021 (3) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
9,429,021 (3) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,429,021 (3) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
11.40% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (2) | Based on 82,652,098 Ordinary Shares after the completion of the Issuer’s initial public offering, as reported in the Final Prospectus on Form 424B4 filed with the Securities and Exchange Commission on June 16, 2021. |
| (3) | Represents Ordinary Shares held on December 31, 2021 by Scale Venture Partners IV, LP (“SVP IV”). Scale Venture Management IV, LLC (“SVM IV”) is the general partner of Scale Venture Management IV, LP (“SVM LP”), the general partner of SVP IV. SVM IV is the ultimate general partner of SVP IV and has sole voting and dispositive power with respect to the shares held by SVP IV. The reporting person is a manager of SVM IV and shares voting and dispositive power over the shares held by SVP IV with the other managers of SVM IV. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein. |
CUSIP No. M97628107
| 1. |
Name of Reporting Persons
I.R.S. Identification No(s). of above person(s) (entities only) Andrew Vitus | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b)
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
US | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
9,429,021 (3) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
9,429,021 (3) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,429,021 (3) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
11.40% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (2) | Based on 82,652,098 Ordinary Shares after the completion of the Issuer’s initial public offering, as reported in the Final Prospectus on Form 424B4 filed with the Securities and Exchange Commission on June 16, 2021. |
| (3) | Represents Ordinary Shares held on December 31, 2021 by Scale Venture Partners IV, LP (“SVP IV”). Scale Venture Management IV, LLC (“SVM IV”) is the general partner of Scale Venture Management IV, LP (“SVM LP”), the general partner of SVP IV. SVM IV is the ultimate general partner of SVP IV and has sole voting and dispositive power with respect to the shares held by SVP IV. The reporting person is a manager of SVM IV and shares voting and dispositive power over the shares held by SVP IV with the other managers of SVM IV. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein. |
| (a) Name of Issuer
WalkMe Ltd.
(b) Address of Issuer’s Principal Executive Offices
1 Walter Moses Street Tel Aviv, 6789903, Israel |
| Item 2. | |
| (a) Name of Person Filing
Scale Venture Partners IV, LP; Scale Venture Management IV, LLC; Scale Venture Management IV, LP; Rory O’ Driscoll; Stacey Bishop and Andrew Vitus
(b) Address of Principal Business Office or, if none, Residence
Scale Venture Partners IV, LP: 950 Tower Lane, Suite 1150, Foster City, CA 94404
Scale Venture Management IV, LP: 950 Tower Lane, Suite 1150, Foster City, CA 94404
Scale Venture Management IV, LLC: 950 Tower Lane, Suite 1150, Foster City, CA 94404
Rory O’Driscoll: 950 Tower Lane, Suite 1150, Foster City, CA 94404
Stacey Bishop: 950 Tower Lane, Suite 1150, Foster City, CA 94404
Andrew Vitus: 950 Tower Lane, Suite 1150, Foster City, CA 94404
(c) Citizenship
Scale Venture Partners IV, LP, Scale Venture Management IV, LLC and Scale Venture Management IV, LP are organized in Delaware. Each of Rory O’Driscoll, Stacey Bishop and Andrew Vitus are US citizens.
(d) Title of Class of Securities
Ordinary Shares
(e) CUSIP Number M97628107
|
| 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: |
Not applicable
| 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.
| (a) | Amount Beneficially Owned: | |||||
| Scale Venture Partners IV, LP | 9,429,021 (3) | |||||
| Scale Venture Management IV, LP | 9,429,021 (3) | |||||
| Scale Venture Management IV, LLC | 9,429,021 (3) | |||||
| Rory O’Driscoll |
9,429,021 (3) | |||||
| Stacey Bishop | 9,429,021 (3) | |||||
| Andrew Vitus | 9,429,021 (3) |
|
|
(b) |
Percent of Class: |
||||
| Scale Venture Partners IV, LP |
11.40% (2) | |||||
| Scale Venture Management IV, LP |
11.40% (2) | |||||
| Scale Venture Management IV, LLC |
11.40% (2) | |||||
| Rory O’Driscoll |
11.40% (2) | |||||
| Stacey Bishop |
11.40% (2) | |||||
| Andrew Vitus
|
11.40% (2) | |||||
| (c) |
Number of shares as to which the person has: | |||||
| (i) Sole power to vote or to direct the vote:
|
||||||
| Scale Venture Partners IV, LP |
9,429,021 (3) | |||||
| Scale Venture Management IV, LP |
0 | |||||
| Scale Venture Management IV, LLC |
9,429,021 (3) | |||||
| Rory O’Driscoll |
0 | |||||
| Stacey Bishop |
0 | |||||
| Andrew Vitus
|
0 | |||||
| (ii) Shared power to vote or to direct the vote:
|
||||||
| Scale Venture Partners IV, LP |
0 | |||||
| Scale Venture Management IV, LP |
9,426,021 (3) | |||||
| Scale Venture Management IV, LLC |
0 | |||||
| Rory O’Driscoll |
9,429,021 (3) | |||||
| Stacey Bishop |
9,429,021 (3) | |||||
| Andrew Vitus
|
9,429,021 (3) | |||||
| (iii) Sole power to dispose or to direct the disposition of:
|
||||||
| Scale Venture Partners IV, LP |
9,429,021 (3) | |||||
| Scale Venture Management IV, LP |
0 | |||||
| Scale Venture Management IV, LLC |
9,429,021 (3) | |||||
| Rory O’Driscoll |
0 | |||||
| Stacey Bishop |
0 | |||||
| Andrew Vitus
|
0 | |||||
| (iv) Shared power to dispose or to direct the disposition of:
|
||||||
| Scale Venture Partners IV, LP |
0 | |||||
| Scale Venture Management IV, LP |
9,429,021 (3) | |||||
| Scale Venture Management IV, LLC |
0 | |||||
| Rory O’Driscoll |
9,429,021 (3) | |||||
| Stacey Bishop |
9,429,021 (3) | |||||
| Andrew Vitus |
9,429,021 (3) | |||||
| (2) | Based on 82,652,098 Ordinary Shares after the completion of the Issuer’s initial public offering, as reported in the Final Prospectus on Form 424B4 filed with the Securities and Exchange Commission on June 16, 2021. |
| (3) | Represents Ordinary Shares held on December 31, 2021 by Scale Venture Partners IV, LP (“SVP IV”). Scale Venture Management IV, LLC (“SVM IV”) is the general partner of Scale Venture Management IV, LP (“SVM LP”), the general partner of SVP IV. SVM IV is the ultimate general partner of SVP IV and has sole voting and dispositive power with respect to the shares held |
| by SVP IV. The reporting person is a manager of SVM IV and shares voting and dispositive power over the shares held by SVP IV with the other managers of SVM IV. The reporting person disclaims beneficial ownership with respect to all of these shares except to the extent of her pecuniary interests therein. |
| Item 5. | Ownership of 5 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 5 percent of the class of securities, check the following ☐.
| 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 or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
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.
Dated: February 3, 2022
| SCALE VENTURE PARTNERS IV, L.P. | SCALE VENTURE MANAGEMENT IV, L.P. | |||||||
| By: | Scale Venture Management IV, L.P its General Partner |
By: | Scale Venture Management IV, LLC its General Partner | |||||
| By: | /s/ Andrew Vitus | By: | /s/ Andrew Vitus | |||||
| Name: Andrew Vitus | Name: Andrew Vitus | |||||||
| Title: Managing Member | Title: Manager | |||||||
| SCALE VENTURE MANAGEMENT IV, LLC | ||||||||
| By: | /s/ Andrew Vitus | By: | /s/ Andrew Vitus | |||||
| Name: Andrew Vitus | Name: Andrew Vitus | |||||||
| Title: Manager | ||||||||
| By: | /s/ Rory O’Driscoll | By: | /s/ Stacey Bishop | |||||
| Name: Rory O’Driscoll | Name: Stacey Bishop | |||||||
EXHIBITS
| A: | Joint Filing Agreement |
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of WalkMe Ltd. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 3rd day of February 2022.
| SCALE VENTURE PARTNERS IV, L.P. | SCALE VENTURE MANAGEMENT IV, L.P. | |||||||
| By: | Scale Venture Management IV, L.P its General Partner |
By: | Scale Venture Management IV, LLC its General Partner | |||||
| By: | /s/ Andrew Vitus |
By: | /s/ Andrew Vitus | |||||
| Name: Andrew Vitus | Name: Andrew Vitus | |||||||
| Title: Managing Member | Title: Manager | |||||||
| SCALE VENTURE MANAGEMENT IV, LLC | ||||||||
| By: | /s/ Andrew Vitus | By: | /s/ Andrew Vitus | |||||
| Name: Andrew Vitus | Name: Andrew Vitus | |||||||
| Title: Manager | ||||||||
| By: | /s/ Rory O’Driscoll | By: | /s/ Stacey Bishop | |||||
| Name: Rory O’Driscoll | Name: Stacey Bishop | |||||||