CVC Capital Partners VII SC 13G ironSource / CVC Capital Partners VII ownership change

CVC Capital Partners VII SC 13GironSource / CVC Capital Partners VII ownership change

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

ironSource Ltd.

(Name of Issuer)

Class A ordinary shares

(Title of Class of Securities)

M5R75Y101

(CUSIP Number)

December 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).


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CUSIP No. M5R75Y101		Schedule 13G		Page 11 of 16

ITEM 1.

(A) NAME OF ISSUER:

ironSource Ltd. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

121 Menachem Begin Street

Tel Aviv 6701203, Israel

ITEM 2.

(a) Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

CVC Capital Partners VII Limited;

CVC Capital Partners VII Associates L.P.;

CVC Capital Partners Investment Europe VII L.P.;

CVC Capital Partners VII (A), L.P. (together with CVC Capital Partners VII Associates L.P. and CVC Capital Partners Investment Europe VII L.P., “CVC Fund VII”);

CVC Growth Partners GP Limited;

CVC Growth Partners Associates L.P.

CVC Growth Partners L.P. (together with CVC Growth Partners Associates L.P., “CVC Growth Fund I”);

Appsource Holdings Jersey Limited;

App Holdings S.à r.l.; and

10.

App Investments S.à r.l. (“App Investments”).

(b)

Address or Principal Business Office:

The principal business address of the Reporting Persons under 1 through 8 is 27 Esplanade, St. Helier, JE1 1SG, Jersey.

The principal business address of the Reporting Persons under 9 and 10 is 20 avenue Monterey, Luxembourg, L-2163.

(c)

Citizenship of each Reporting Person is:

The Reporting Persons under 1 through 8 are organized under the laws of Jersey and the Reporting Persons under 9 and 10 are organized under the laws of Luxembourg.


CUSIP No. M5R75Y101		Schedule 13G		Page 12 of 16

(d)

Title of Class of Securities:

Class A ordinary shares, no par value (“Class A Ordinary Shares”)

(e)

CUSIP Number:

M5R75Y101

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Ordinary Shares of the Issuer as of the date hereof, based upon 679,863,819 Class A Ordinary Shares outstanding as of July 25, 2022 based on the Notice of Annual General Meeting of Shareholders of the Issuer filed with the Securities and Exchange Commission on July 27, 2022.


Reporting Person	Amount beneficially owned		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
CVC Capital Partners VII Limited		249,776,810		31.0	%		0		249,776,810		0		249,776,810
CVC Capital Partners VII Associates L.P.		249,776,810		31.0	%		0		249,776,810		0		249,776,810
CVC Capital Partners Investment Europe VII L.P.		249,776,810		31.0	%		0		249,776,810		0		249,776,810
CVC Capital Partners VII (A), L.P.		249,776,810		31.0	%		0		249,776,810		0		249,776,810
CVC Growth Partners GP Limited		249,776,810		31.0	%		0		249,776,810		0		249,776,810
CVC Growth Partners Associates L.P.		249,776,810		31.0	%		0		249,776,810		0		249,776,810
CVC Growth Partners L.P.		249,776,810		31.0	%		0		249,776,810		0		249,776,810
Appsource Holdings Jersey Limited		249,776,810		31.0	%		0		249,776,810		0		249,776,810
App Holdings S.a´.r.l.		249,776,810		31.0	%		0		249,776,810		0		249,776,810
App Investments S.a´.r.l.		249,776,810		31.0	%		0		249,776,810		0		249,776,810

App Investments is the record holder of 124,888,405 Class A Ordinary Shares and 124,888,405 Class B ordinary shares of the Issuer, each of which is convertible into one Class A Ordinary Share at the election of the holder.


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The majority owner of App Investments is App Holdings S.à r.l., which is wholly owned by Appsource Holdings Jersey Limited, which is wholly owned by CVC Fund VII and CVC Growth Fund I. CVC Capital Partners VII Limited is the sole general partner of each of the limited partnerships comprising CVC Fund VII, and CVC Growth Partners GP Limited is the general partner of each of the limited partnerships comprising CVC Growth Fund I. As a result, each of the foregoing entities may be deemed to share beneficial ownership of the securities held by App Investments. The board of directors of App Investments, composed of Stefan Moosmann, Carmen André and Caroline Goergen, exercises voting and investment authority with respect to the subject ordinary shares. CVC Capital Partners VII Limited is managed by a four member board of directors. CVC Growth Partners GP Limited is managed by a five member board of directors. Each of the foregoing individuals disclaims beneficial ownership of the securities beneficially owned by CVC Capital Partners VII Limited and CVC Growth Partners GP Limited.

ITEM 5.

Ownership of Five Percent or Less of a Class.

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.

ITEM 10.

Certification.

Not applicable.


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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.

Date: August 16, 2022


CVC Capital Partners VII Limited

By:		/s/ Jonathan George Wrigley
Name:		Jonathan George Wrigley
Title:		Director

CVC Capital Partners VII Associates L.P.
By: CVC Capital Partners VII Limited, its general partner

By:		/s/ Jonathan George Wrigley
Name:		Jonathan George Wrigley
Title:		Director

CVC Capital Partners Investment Europe VII L.P.
By: CVC Capital Partners VII Limited, its general partner

By:		/s/ Jonathan George Wrigley
Name:		Jonathan George Wrigley
Title:		Director

CVC Capital Partners VII (A), L.P.
By: CVC Capital Partners VII Limited, its general partner

By:		/s/ Jonathan George Wrigley
Name:		Jonathan George Wrigley
Title:		Director

CVC Growth Partners GP Limited

By:		/s/ Jonathan George Wrigley
Name:		Jonathan George Wrigley
Title:		Director


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CVC Growth Partners Associates L.P.
By:		CVC Growth Partners GP Limited, its general partner

By:		/s/ Jonathan George Wrigley
Name:		Jonathan George Wrigley
Title:		Director

CVC Growth Partners L.P.
By:		CVC Growth Partners GP Limited, its general partner

By:		/s/ Jonathan George Wrigley
Name:		Jonathan George Wrigley
Title:		Director

Appsource Holdings Jersey Limited

By:		/s/ John Cosnett
Name:		John Cosnett
Title:		Director

App Holdings S.à r.l.

By:		/s/ Caroline Goergen
Name:		Caroline Goergen
Title:		Director

By:		/s/ Carmen André
Name:		Carmen André
Title:		Director

App Investments S.à r.l

By:		/s/ Carmen André
Name:		Carmen André
Title:		Director


CUSIP No. M5R75Y101		Schedule 13G		Page 16 of 16

LIST OF EXHIBITS


Exhibit No.		Description
99		Joint Filing Agreement.

Names of Reporting Person

CVC Capital Partners VII Limited

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Jersey