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 13d-2 (b)

(Amendment No. 1)*

 

CyberArk Software Ltd.
(Name of Issuer)

 

Ordinary Shares
(Title of Class of Securities)

 

M2682V
(CUSIP Number)

 

December 31, 2015
(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)

 

xRule 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 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).

 

(Continued on following pages)

 

Page 1 of 20

Exhibit Index on Page 18

 

 

 

 

CUSIP # M2682V Page 2 of 20

 

1 NAME OF REPORTING PERSONS           Jerusalem Venture Partners IV, L.P.  (“JVP IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

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

1,961,475 shares, except that Jerusalem Partners IV, L.P. (“JP IV”), the general partner of JVP IV, may be deemed to have sole power to vote these shares; and JVP Corp. IV (“JVPC IV”), the general partner of JP IV, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,961,475 shares, except that JP IV, the general partner of JVP IV, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,961,475
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2%1
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP # M2682V Page 3 of 20

 

1 NAME OF REPORTING PERSONS           Jerusalem Venture Partners IV-A, L.P.  (“JVP IV-A”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

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

16,681 shares, except that JP IV, the general partner of JVP IV-A, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP IV, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

16,681 shares, except that JP IV, the general partner of JVP IV-A, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,681
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%1
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP # M2682V Page 4 of 20

 

1

NAME OF REPORTING PERSONS           Jerusalem Venture Partners Entrepreneurs Fund IV, L.P.

(“JVPEF IV”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

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

17,566 shares, except that JP IV, the general partner of JVPEF IV, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP IV, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

17,566 shares, except that JP IV, the general partner of JVPEF IV, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,566
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%1
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP # M2682V Page 5 of 20

 

1

NAME OF REPORTING PERSONS           Jerusalem Venture Partners IV (Israel), L.P. (“JVP IV

(Israel)”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

47,190 shares, except that Jerusalem Partners IV - Venture Capital, L.P. (“JP IV VC”), the general partner of JVP IV (Israel), may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP IV VC, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

47,190 shares, except that JP IV VC, the general partner of JVP IV (Israel), may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV VC, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,190
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%1
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP # M2682V Page 6 of 20

 

1 NAME OF REPORTING PERSONS           JVP Opportunity VI, L.P. (“JVP OP VI”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

1,453,361 shares, except that JP Opportunity VI, L.P. (“JP OP VI”), the general partner of JVP OP VI, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP OP VI, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,453,361 shares, except that JP OP VI, the general partner of JVP OP VI, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP OP VI, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,453,361
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.6%1
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP # M2682V Page 7 of 20

 

1 NAME OF REPORTING PERSONS           JVP Opportunity VI-A, L.P. (“JVP OP VI-A”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

283,397 shares, except that JP OP VI, the general partner of JVP OP VI-A, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP OP VI, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

283,397 shares, except that JP OP VI, the general partner of JVP OP VI-A, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP OP VI, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 283,397
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.9%1
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP # M2682V Page 8 of 20

 

1

NAME OF REPORTING PERSONS           JVP Opportunity VI Entrepreneur Fund, L.P.

(“JVP OP VI EF”)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

72,917 shares, except that JP OP VI, the general partner of JVP OP VI EF, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP OP VI, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

72,917 shares, except that JP OP VI, the general partner of JVP OP VI EF, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP OP VI, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,917
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%1
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP # M2682V Page 9 of 20

 

1 NAME OF REPORTING PERSONS           Jerusalem Partners IV, L.P. (“JP IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

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

1,995,722 shares, of which 1,961,475 are directly owned by JVP IV, 16,681 are directly owned by JVP IV-A and 17,566 are directly owned by JVPEF IV. JP IV, the general partner of JVP IV, JVPEF IV and JVP IV-A, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP IV, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,995,722 shares, of which 1,961,475 are directly owned by JVP IV, 16,681 are directly owned by JVP IV-A and 17,566 are directly owned by JVPEF IV. JP IV, the general partner of JVP IV, JVPEF IV and JVP IV-A, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,995,722
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.3%1
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP # M2682V Page 10 of 20

 

1 NAME OF REPORTING PERSONS           Jerusalem Partners IV - Venture Capital, L.P. (“JP IV VC”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Israel

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

47,190 shares, of which all are directly owned by JVP IV (Israel). JP IV VC, the general partner of JVP IV (Israel) may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP IV VC, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

47,190 shares, of which all are directly owned by JVP IV (Israel). JP IV VC, the general partner of JVP IV (Israel) may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP IV VC, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,190
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.1%1
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP # M2682V Page 11 of 20

 

1 NAME OF REPORTING PERSONS            JP Opportunity VI, L.P. (“JP OP VI”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

1,809,675 shares, of which 1,453,361 are directly owned by JVP OP VI, 283,397 are directly owned by JVP OP VI-A and 72,917 are directly owned by JVP OP VI EF. JP OP VI, the general partner of JVP OP VI, JVP OP VI-A and JVP OP VI EF, may be deemed to have sole power to vote these shares; and JVPC IV, the general partner of JP OP VI, may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

1,809,675 shares, of which 1,453,361 are directly owned by JVP OP VI, 283,397 are directly owned by JVP OP VI-A and 72,917 are directly owned by JVP OP VI EF. JP OP VI, the general partner of JVP OP VI, JVP OP VI-A and JVP OP VI EF, may be deemed to have sole power to dispose of these shares; and JVPC IV, the general partner of JP OP VI, may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,809,675
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.7%1
12 TYPE OF REPORTING PERSON* PN

 

 

 

 

CUSIP # M2682V Page 12 of 20

 

1 NAME OF REPORTING PERSONS           JVP Corp. IV (“JVPC IV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)        ¨        (b)        x        

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

3,852,587 shares, of which 1,961,475 are directly owned by JVP IV, 16,681 are directly owned by JVP IV-A, 17,566 are directly owned by JVPEF IV, 47,190 are directly owned by JVP IV (Israel), 1,453,361 are directly owned by JVP OP VI, 283,397 are directly owned by JVP OP VI-A and 72,917 are directly owned by JVP OP VI EF. JVPC IV is (i) the general partner of JP IV, the general partner of JVP IV, JVP IV-A and JVPEF IV, (ii) the general partner of JP IV VC, the general partner of JVP IV (Israel), and (iii) the general partner of JP OP VI, the general partner of JVP OP VI, JVP OP VI-A and JVP OP VI EF, and may be deemed to have sole power to vote these shares.

6

SHARED VOTING POWER

See response to row 5.

7

SOLE DISPOSITIVE POWER

3,852,587 shares, of which 1,961,475 are directly owned by JVP IV, 16,681 are directly owned by JVP IV-A, 17,566 are directly owned by JVPEF IV, 47,190 are directly owned by JVP IV (Israel), 1,453,361 are directly owned by JVP OP VI, 283,397 are directly owned by JVP OP VI-A and 72,917 are directly owned by JVP OP VI EF. JVPC IV is (i) the general partner of JP IV, the general partner of JVP IV, JVP IV-A and JVPEF IV, (ii) the general partner of JP IV VC, the general partner of JVP IV (Israel), and (iii) the general partner of JP OP VI, the general partner of JVP OP VI, JVP OP VI-A and JVP OP VI EF, and may be deemed to have sole power to dispose of these shares.

8

SHARED DISPOSITIVE POWER

See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,852,587
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 12.2%1
12 TYPE OF REPORTING PERSON* CO

 

 

 

 

CUSIP # M2682V Page 13 of 20

 

This Amendment No. 1 amends the Statement on Schedule 13G previously filed by Jerusalem Venture Partners IV, L.P., a Delaware limited partnership (“JVP IV”), Jerusalem Venture Partners IV-A, L.P., a Delaware limited partnership (“JVP IV-A”), Jerusalem Venture Partners Entrepreneurs Fund IV, L.P., a Delaware limited partnership (“JVPEF IV”), Jerusalem Venture Partners IV (Israel), L.P., an Israeli limited partnership (“JVP IV (Israel)”), JVP Opportunity VI, L.P., a Cayman Islands exempted limited partnership (“JVP OP VI”), JVP Opportunity VI-A, L.P., a Cayman Islands exempted limited partnership (“JVP OP VI-A”), JVP Opportunity VI Entrepreneur Fund, L.P., a Cayman Islands exempted limited partnership (“JVP OP VI EF”), Jerusalem Partners IV, L.P., a Delaware limited partnership (“JP IV”), Jerusalem Partners IV - Venture Capital, L.P., an Israeli limited partnership (“JP IV VC”), JP Opportunity VI, L.P., a Cayman Islands exempted limited partnership (“JP OP VI”), JVP Corp. IV, a Cayman Islands exempted company (“JVPC IV”). The foregoing entities are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included in this Amendment No. 1.

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the ordinary shares of the issuer by the persons filing this Statement is provided as of December 31, 2015:

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

1 The percentage of Ordinary Shares reported owned by the Reporting Persons is based upon 31,657,908 Ordinary Shares outstanding as reported in the Issuer’s Prospectus dated June 11, 2015.

 

 

 

 

CUSIP # M2682V Page 14 of 20

 

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: February 9, 2016

 

  JERUSALEM VENTURE PARTNERS IV, L.P., a Delaware Limited Partnership
     
  By: Jerusalem Partners IV, L.P.
    its General Partner
  By: JVP Corp. IV
    its General Partner

 

  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

Date: February 9, 2016

 

  JERUSALEM VENTURE PARTNERS IV-A, L.P., a Delaware Limited Partnership
     
  By: Jerusalem Partners IV, L.P.
    its General Partner
  By: JVP Corp. IV
    its General Partner

 

  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

 

 

 

CUSIP # M2682V Page 15 of 20

 

Date: February 9, 2016

 

  JERUSALEM VENTURE PARTNERS ENTREPRENEURS FUND IV, L.P., a Delaware Limited Partnership
     
  By: Jerusalem Partners IV, L.P.
    its General Partner
  By: JVP Corp. IV
    its General Partner

 

  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

Date: February 9, 2016

 

  JERUSALEM VENTURE PARTNERS IV (ISRAEL), L.P., an Israel Limited Partnership
     
  By: Jerusalem Partners IV - Venture Capital, L.P.
    its General Partner
  By: JVP Corp. IV
    its General Partner

 

  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

Date: February 9, 2016

 

  JVP OPPORTUNITY VI, L.P., a Cayman Islands Exempted Limited Partnership
     
  By: JP Opportunity VI, L.P.
    its General Partner
  By: JVP Corp. IV
    its General Partner

 

  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

 

 

 

CUSIP # M2682V Page 16 of 20

 

Date: February 9, 2016

 

  JVP OPPORTUNITY VI-A, L.P., a Cayman Islands Exempted Limited Partnership
     
  By: JP Opportunity VI, L.P.
    its General Partner
  By: JVP Corp. IV
    its General Partner

 

  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

Date: February 9, 2016

 

  JVP OPPORTUNITY VI ENTREPRENEUR FUND, L.P., a Cayman Islands Exempted Limited Partnership
     
  By: JP Opportunity VI, L.P.
    its General Partner
  By: JVP Corp. IV
    its General Partner

 

  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

Date: February 9, 2016

 

  JERUSALEM PARTNERS IV, L.P., a Delaware Limited Partnership
     
  By: JVP Corp. IV
    its General Partner

 

  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

 

 

 

CUSIP # M2682V Page 17 of 20

 

Date: February 9, 2016

 

  JERUSALEM PARTNERS IV - VENTURE CAPITAL, L.P., an Israeli Limited Partnership
     
  By: JVP Corp. IV
    its General Partner

 

  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

Date: February 9, 2016

  JP OPPORTUNITY VI, L.P.,
  a Cayman Islands Exempted Limited Partnership
     
  By: JVP Corp. IV
  Its General Partner

 

  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

Date: February 9, 2016

 

  JVP CORP. IV, a Cayman Islands Exempted Company
     
  By: /s/ Yehoshua Ennis
  Title: Attorney-in-Fact

 

 

 

 

CUSIP # M2682V Page 18 of 20

 

EXHIBIT INDEX

 

    Found on
    Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   19
     
Exhibit B:  Power of Attorney   20

 

 

 

 

CUSIP # M2682V Page 19 of 20

 

exhibit A

 

Agreement of Joint Filing

 

The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Ordinary Shares of CyberArk Software Ltd. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.

 

 

 

 

CUSIP # M2682V Page 20 of 20

 

EXHIBIT B

 

Power of Attorney

 

Note that a copy of the applicable Power of Attorney is already on file with the appropriate agencies.