Unassociated Document
 
 


 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
 
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(b)
 

(Amendment No.__)*


Wix.com Ltd.
(Name of Issuer)
 
Ordinary Shares, NIS 0.01 Par Value
(Title of Class of Securities)
 
M98068105
(CUSIP Number)
 
December 31, 2013
(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)
 
[X]  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 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).
 
 
 

 
1
 

CUSIP NO. M98068105

1.
NAMES OF REPORTING PERSONS
 
Mangrove II Investments S.a.r.l.
 
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
 
Luxembourg
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
8,116,825 (1)
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
8,116,825 (1)
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,116,825 (1)
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [   ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
21.6% (2)
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 

(1) As of December 31, 2013, and including 6,136 shares issuable upon exercise of options to purchase Common Stock exercisable at or within 60 days of December 31, 2013.
(2) Based on 37,493,217 Shares outstanding as of December 31, 2013, as reported in the Issuer’s Report on Form 20-F for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 20, 2014.


 
2
 
 
CUSIP NO. M98068105
 
1.
NAMES OF REPORTING PERSONS
 
Mangrove Partners SCSp
 
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
 
Luxembourg
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
123,301
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
123,301
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
123,301
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [   ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.3% (1)
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 

(1) Based on 37,493,217 Shares outstanding as of December 31, 2013, as reported in the Issuer’s Report on Form 20-F for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 20, 2014.


 
3
 
 
CUSIP NO. M98068105
 
1.
NAMES OF REPORTING PERSONS
 
Mangrove II S.C.A. SICAR
 
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
 
Luxembourg
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
8,116,825 (1)
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
8,116,825 (1)
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,116,825 (1)
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [   ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
21.6% (2)
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
 

(1) Held by Mangrove II Investments S.a.r.l. as of December 31, 2013, and including 6,136 shares issuable upon exercise of options to purchase Common Stock exercisable at or within 60 days of December 31, 2013.
(2) Based on 37,493,217 Shares outstanding as of December 31, 2013, as reported in the Issuer’s Report on Form 20-F for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 20, 2014.

 
4
 

CUSIP NO. M98068105
 
1.
NAMES OF REPORTING PERSONS
 
Mangrove II Management SA
 
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
 
Luxembourg
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
8,116,825 (1)
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
8,116,825 (1)
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,116,825 (1)
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [   ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
21.6% (2)
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 

(1) Held by Mangrove II Investments S.a.r.l. as of December 31, 2013, and including 6,136 shares issuable upon exercise of options to purchase Common Stock exercisable at or within 60 days of December 31, 2013.
(2) Based on 37,493,217 Shares outstanding as of December 31, 2013, as reported in the Issuer’s Report on Form 20-F for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 20, 2014.

 
5
 

CUSIP NO. M98068105
 
1.
NAMES OF REPORTING PERSONS
 
Mangrove Founders S.a.r.l.
 
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
 
Luxembourg
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
123,301 (1)
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
123,301 (1)
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
123,301 (1)
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [   ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
0.3% (2)
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 

(1) Held by Mangrove Partners SCSp as of December 31, 2013.
(2) Based on 37,493,217 Shares outstanding as of December 31, 2013, as reported in the Issuer’s Report on Form 20-F for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 20, 2014.
 
 

 
6
 

CUSIP NO. M98068105

1.
NAMES OF REPORTING PERSONS
 
Willibrord Ehses
 
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
 
Germany
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
8,240,126 (1)
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
8,240,126 (1)
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,240,126 (1)
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [   ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
22.0% (2)
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

(1) As of December 31, 2013, and consisting of (i) 8,116,825 shares held by Mangrove II Investments S.a.r.l. (including 6,136 shares issuable upon exercise of options to purchase Common Stock exercisable at or within 60 days of December 31, 2013) and (ii) 123,301 shares held by Mangrove Partners SCSp.
(2) Based on 37,493,217 Shares outstanding as of December 31, 2013, as reported in the Issuer’s Report on Form 20-F for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 20, 2014.

 
7
 

CUSIP NO. M98068105
 

 
1.
NAMES OF REPORTING PERSONS
 
Hans-Jürgen Schmitz
 
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
 
Germany
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
8,240,126 (1)
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
8,240,126 (1)
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,240,126 (1)
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [   ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
22.0% (2)
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

(1) As of December 31, 2013, and consisting of (i) 8,116,825 shares held by Mangrove II Investments S.a.r.l. (including 6,136 shares issuable upon exercise of options to purchase Common Stock exercisable at or within 60 days of December 31, 2013) and (ii) 123,301 shares held by Mangrove Partners SCSp.
(2) Based on 37,493,217 Shares outstanding as of December 31, 2013, as reported in the Issuer’s Report on Form 20-F for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 20, 2014.

 
8
 

CUSIP NO. M98068105
 

 
1.
NAMES OF REPORTING PERSONS
 
Mark Tluszcz
 
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
 
United States
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
0
 
6
SHARED VOTING POWER
 
8,116,825 (1)
 
7
SOLE DISPOSITIVE POWER
 
0
 
8
SHARED DISPOSITIVE POWER
 
8,116,825 (1)
 
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,116,825 (1)
 
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [   ]
 
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
21.6% (2)
 
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

(1) Held by Mangrove II Investments S.a.r.l. as of December 31, 2013, and including 6,136 shares issuable upon exercise of options to purchase Common Stock exercisable at or within 60 days of December 31, 2013.
(2) Based on 37,493,217 Shares outstanding as of December 31, 2013, as reported in the Issuer’s Report on Form 20-F for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission on March 20, 2014. 

 
9
 
 
CUSIP NO. M98068105
 
SCHEDULE 13G

The Shares reported herein were previously reported by the Reporting Persons on a Schedule 13D filed with the Securities and Exchange Commission on February 25, 2014.  The Reporting Persons subsequently determined that they were eligible to report their ownership on a Schedule 13G.  Accordingly, the Reporting Persons are filing this Schedule 13G and, hereafter the Reporting Persons will file all required statements relating to their beneficial ownership of the Shares on Schedule 13G, for so long as they are required and eligible to do so.  For purposes of clarity, it is confirmed that this Schedule 13G is not being filed as the result of any acquisition or disposition of securities by the Reporting Persons.

Item 1(a).
Name of Issuer:
   
 
Wix.com Ltd.
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
40 Namal Tel Aviv Street
Tel Aviv, 6350671 Israel
   
Item 2(a).
Name of Person Filing:
   
 
This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”):
 
(i)  Mangrove II Investments S.à.r.l., a Luxembourg private limited liability company
 
(ii)  Mangrove Partners SCSp, a Luxembourg partnership
 
(iii)  Mangrove II S.C.A. SICAR, a Luxembourg partnership limited by shares
 
(iv)  Mangrove II Management SA, a Luxembourg private limited liability company
 
(v)  Mangrove Founders S.à.r.l., a Luxembourg private limited liability company
 
(vi)  Hans-Jürgen Schmitz
 
(vii)  Mark Tluszcz
 
(viii)  Willibrord Ehses
 
The Shares reported herein are directly beneficially owned by Mangrove II Investments S.à.r.l. and Mangrove Partners SCSp.
 
Mangrove II S.C.A. SICAR owns 100% of the share capital of Mangrove II Investments S.à.r.l.
 
Mangrove II Management SA is the general partner and manager of Mangrove II S.C.A. SICAR.  As of the date of this filing Messrs. Schmitz, Tluszcz and Ehses are the directors of Mangrove II Management SA.
 
Mangrove Founders S.à.r.l. is the general partner of  Mangrove Partners SCSp. As of the date of this filing Messrs. Schmitz and Ehses are the managers of Mangrove Founders S.à.r.l.
 
The Reporting Persons are making this single, joint filing because they may be deemed to be a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"), however this filing shall not be deemed an affirmation that such a group exists for the purposes of the Act or for any other purpose, and each Reporting Person expressly disclaims beneficial ownership of any securities beneficially owned by any other person.  The agreement among the Reporting Persons to file jointly is attached hereto as Exhibit A.
 
 
 
10
 

CUSIP NO. M98068105
 
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
C/O Mangrove Capital Partners, 31, Boulevard Joseph II, L-1840 Luxembourg
   
Item 2(c).
Citizenship:
   
 
(i)  Mangrove II Investments S.à.r.l.:  Luxembourg
 
(ii)  Mangrove Partners SCSp:  Luxembourg
 
(iii)  Mangrove II S.C.A. SICAR:  Luxembourg
 
(iv)  Mangrove II Management SA.:  Luxembourg
 
(v)  Mangrove Founders S.à.r.l.: Luxembourg
 
(vi)  Willibrord Ehses:  Germany
 
(vii)  Hans-Jürgen Schmitz:  Germany
 
(viii)  Mark Tluszcz:  United States
   
Item 2(d).
Title of Class of Securities:
   
 
Ordinary Shares, par value NIS 0.01 per share (“Shares”)
   
Item 2(e).
CUSIP Number:
   
 
M98068105
   
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:
   
 
Not Applicable
   
Item 4.
Ownership.
   
 
The information set forth in Rows 5 through 9 and 11 of each of the cover pages of this Schedule 13G is incorporated herein by reference.
   
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
 

 
 
11
 

CUSIP NO. M98068105
 

 
Item 8.
Identification and Classification of Members of the Group.
   
 
See Item 2(a).
   
Item 9.
Notice of Dissolution of Group.
  
     
 
Not Applicable
  
     
Item 10.
Certification.
  
     
 
Not Applicable
  
     







 
12
 

CUSIP NO. M98068105
 
SIGNATURE

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Dated as of September 4, 2015
 
 
 
MANGROVE II INVESTMENTS S.À.R.L.
 
 
By:
/s/ Hans-Jürgen Schmitz
 
Name:
Hans-Jürgen Schmitz
 
Title:
Manager
 
 
By:
/s/ Mark Tluszcz
 
Name:
Mark Tluszcz
 
Title:
Manager
 
 
 
MANGROVE PARTNERS SCSp
 
 
By:
MANGROVE FOUNDERS S.À.R.L.
 
 
By:
/s/ Hans-Jürgen Schmitz
 
Name:
Hans-Jürgen Schmitz
 
Title:
Manager
 
 
By:
/s/ Willibrord Ehses
 
Name:
Willibrord Ehses
 
Title:
Manager
 
 
 
MANGROVE II S.C.A. SICAR
 
 
By:
MANGROVE II MANAGEMENT SA
 
 
By:
/s/ Hans-Jürgen Schmitz
 
Name:
Hans-Jürgen Schmitz
 
Title:
Director
 
 
By:
/s/ Mark Tluszcz
 
Name:
Mark Tluszcz
 
Title:
Director
 
 

 
13
 
 
CUSIP NO. M98068105
 
 
   
 
MANGROVE II MANAGEMENT SA
 
 
By:
/s/ Hans-Jürgen Schmitz
 
Name:
Hans-Jürgen Schmitz
 
Title:
Director
 
 
By:
/s/ Mark Tluszcz
 
Name:
Mark Tluszcz
 
Title:
Director
 
 
 
MANGROVE FOUNDERS S.À.R.L.
 
 
By:
/s/ Hans-Jürgen Schmitz
 
Name:
Hans-Jürgen Schmitz
 
Title:
Manager
 
 
By:
/s/ Willibrord Ehses
 
Name:
Willibrord Ehses
 
Title:
Manager
 
 
 
/s/ Willibrord Ehses
 
Willibrord Ehses, Individually
 
 
 
/s/ Hans-Jürgen Schmitz
 
Hans-Jürgen Schmitz, Individually
 
   
 
/s/ Mark Tluszcz
 
Mark Tluszcz, Individually
 

 
14
 
 
CUSIP NO. M98068105
EXHIBIT A

 
JOINT FILING AGREEMENT
 
 
The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is annexed as Exhibit A, and any amendments thereto, is and will be filed on behalf of each of them in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.  
 
Dated as of September 4, 2015
 
 
 
MANGROVE II INVESTMENTS S.À.R.L.
 
 
By:
/s/ Hans-Jürgen Schmitz
 
Name:
Hans-Jürgen Schmitz
 
Title:
Manager
 
 
By:
/s/ Mark Tluszcz
 
Name:
Mark Tluszcz
 
Title:
Manager
 
 
 
MANGROVE PARTNERS SCSp
 
 
By:
MANGROVE FOUNDERS S.À.R.L.
 
 
By:
/s/ Hans-Jürgen Schmitz
 
Name:
Hans-Jürgen Schmitz
 
Title:
Manager
 
 
By:
/s/ Willibrord Ehses
 
Name:
Willibrord Ehses
 
Title:
Manager
 
 
 
MANGROVE II S.C.A. SICAR
 
 
By:
MANGROVE II MANAGEMENT SA
 
 
By:
/s/ Hans-Jürgen Schmitz
 
Name:
Hans-Jürgen Schmitz
 
Title:
Director
 
 
By:
/s/ Mark Tluszcz
 
Name:
Mark Tluszcz
 
Title:
Director
 
 

 
15
 
 
CUSIP NO. M98068105
 
   
 
MANGROVE II MANAGEMENT SA
 
 
By:
/s/ Hans-Jürgen Schmitz
 
Name:
Hans-Jürgen Schmitz
 
Title:
Director
 
 
By:
/s/ Mark Tluszcz
 
Name:
Mark Tluszcz
 
Title:
Director
 
 
 
MANGROVE FOUNDERS S.À.R.L.
 
 
By:
/s/ Hans-Jürgen Schmitz
 
Name:
Hans-Jürgen Schmitz
 
Title:
Manager
 
 
By:
/s/ Willibrord Ehses
 
Name:
Willibrord Ehses
 
Title:
Manager
 
 
 
/s/ Willibrord Ehses
 
Willibrord Ehses, Individually
 
 
 
/s/ Hans-Jürgen Schmitz
 
Hans-Jürgen Schmitz, Individually
 
   
 
/s/ Mark Tluszcz
 
Mark Tluszcz, Individually
 
 

 
16