UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CyberArk Software Ltd. (Name of Issuer)
Common Stock
(Title of Class of Securities)
M2682V108 (CUSIP Number)
December 31, 2016
(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 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).
CUSIP No. M2682V10
13G
Page 2 of 6 Pages
1.
NAMES OF REPORTING PERSONS
Brookside Capital Trading Fund, 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
0
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. M2682V10
13G
Page 3 of 6 Pages
1.
NAMES OF REPORTING PERSONS
Brookside Capital Partners Fund III, 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
0
7.
SOLE DISPOSITIVE POWER
0
8.
SHARED DISPOSITIVE POWER
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ?
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
12.
TYPE OF REPORTING PERSON (see instructions)
PN
CUSIP No. M2682V108
13G
Page 4 of 6 Pages
Item 1.
(a)
Name of Issuer
The name of the issuer to which this filing on Schedule 13G
relates is CyberArk Software Ltd. (the "Company")
(b)
Address of Issuer's Principal Executive Offices
The principal executive offices of the Company are located
at 94 EM-HA'MOSHAVOT RD., PARK OFER, P.O. BOX
3143, PETACH-TIKVA L3 4970602, 97239180000.
Item 2.
(a)
Name of Person Filing
This Statement is being filed on behalf the following (collectively,
the "Reporting Persons"): (1) Brookside Capital Trading Fund, L.P.,
a Delaware limited partnership ("Trading Fund"), whose sole general
partner is Brookside Capital Investors II, L.P., a Delaware limited
partnership ("Brookside Investors II"), whose sole general partner
is Bain Capital Public Equity Management, LLC, a Delaware limited
liability company ("BCPE Management"); and (i) Brookside Capital
Partners Fund III, L.P., a Delaware limited partnership ("Partners
Fund III"), whose sole general partner is Brookside Capital Investors
III, L.P., a Delaware limited partnership ("Brookside Investors III")
, whose sole general partner is BCPE Management.
The Reporting Persons have entered into a Joint Filing Agreement,
dated February 14, 2017, a copy of which is filed with this Schedule
13G as Exhibit A, pursuant to which the Reporting Persons have
agreed to file this statement jointly in accordance with the provisions
of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
(b)
Address of the Principal Office or, if none, residence
The principal business address of each of the Trading Fund, Partners Fund
III, Brookside Investors II, Brookside Investors III and BCPE Management
is c/o Bain Capital Public Equity, LP, 200 Clarendon Street, Boston, MA 02116.
(c)
Citizenship
Each of the Trading Fund, Partners Fund III, Brookside Investors II,
Brookside Investors III and BCPE Management is
organized under the laws of the State of Delaware.
(d)
Title of Class of Securities
The class of equity securities of the Company to which this filing on Schedule
13G relates is Common Stock
("Common Stock").
(e)
CUSIP Number
The CUSIP number of the Company's Common Stock is M2682V108.
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:
(a)
?
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
?
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
?
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
?
Investment company registered under section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8).
(e)
?
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)
?
An employee benefit plan or endowment fund
in accordance with 240.13d-1(b)(1)(ii)(F);
(g)
?
A parent holding company or control person
in accordance with 240.13d-1(b)(1)(ii)(G);
(h)
?
A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
?
A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
?
Group, in accordance with 240.13d-1(b)(1)(ii)(J).
[x] If this statement is filed pursuant to 240.13d-1(c), check this box.
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: 0
(b)
Percent of class: 0%
(c)
Number of shares as to which the person has: 0.
(i)
Sole power to vote or to direct the vote: 0.
(ii)
Shared power to vote or to direct the vote: 0.
(iii)
Sole power to dispose or to direct the disposition of: 0.
(iv)
Shared power to dispose or to direct the disposition of: 0.
Item 5. Ownership of Five 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 five 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.
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.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not
held in connection with or as a participant in any
transaction having that purpose or effect.
CUSIP No. M2682V108
13G
Page 6 of 6 Pages
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 14, 2017
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name:
Title:
BROOKSIDE CAPITAL PARTNERS FUND III, L.P.
By: Brookside Capital Investors III, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name:
Title:
Exhibit A
AGREEMENT REGARDING THE JOINT FILING OF
SCHEDULE 13G
The undersigned hereby agree as follows:
(i) The Statement on Schedule 13G, and any amendments thereto
, to which this Agreement is annexed as Exhibit A is and will b
e filed on behalf of each of them in accordance with the provisions
of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such
person contained therein; but none of them is responsible for
the completeness or accuracy of the information concerning
the other persons making the filing, unless such person knows
or has reason to believe that such information is inaccurate.
Dated: February 14, 2017
BROOKSIDE CAPITAL TRADING FUND, L.P.
By: Brookside Capital Investors II, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name: Title:
BROOKSIDE CAPITAL PARTNERS FUND III, L.P.
By: Brookside Capital Investors III, L.P.,
its general partner
By: Bain Capital Public Equity Management, LLC,
its general partner
By:
Name:
Title:
48220740_1
48220740_1
48220740_1