NovoCure Limited

G6674U108

March 8, 2017

 

 

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CUSIP No. G6674U108

13G

Page 10 of 16

 

 

NovoCure Limited (the "Issuer").

 

Item 1(b).      Address of Issuer's Principal Executive Offices:

Le Masurier House, La Rue Le Masurier, St. Helier, Jersey JE2 4YE.

 

Item 2(a).      Names of Persons Filing:

This statement is being filed by:

(a) Pomona Capital VII, L.P. ("PC VII") and Pomona Capital VII Fund Investors, L.P. ("PC VII FI");

(b) Pomona Associates VII, L.P. ("PCVII GP"), which is the sole general partner of PC VII and the Class A general partner of PC VII FI; Pomona Secondary Associates VII LLC ("PCVII LLC"), which is the sole general partner of PCVII GP and the Class B general partner of PC VII FI; and Pomona G.P. Holdings LLC ("Holdings LLC" and, together with PCVII GP and PCVII LLC, the "Control Entities"), which is the sole member of PCVII LLC; and

(c) Stephen M. Futrell ("Futrell"), Michael D. Granoff ("Granoff") and Frances N. Janis ("Janis") (together, the "Principals").  The Principals are the managing principals of Holdings LLC.

The persons named in this Item 2 are referred to individually herein as a "Reporting Person" and collectively as the "Reporting Persons."

 

Item 2(b).      Address of Principal Business Office or, if None, Residence:

The address of the principal business office of PC VII, PC VII FI, each Control Entity and the Principals is c/o Pomona Management, LLC, 780 Third Avenue, 46^th Floor, New York, NY 10017.

 

Item 2(c).      Citizenship:

PC VII and PCVII GP are limited partnerships organized under the laws of the State of Delaware. PC VII FI is an exempted limited partnership organized under the laws of the Cayman Islands.  PCVII LLC and Holdings LLC are limited liability companies organized under the laws of the State of Delaware.  Each of the Principals is a United States citizen.

 

Item 2(d).      Title of Class of Securities:

Ordinary Shares, no par value ("Ordinary Shares").

 

Item 2(e).      CUSIP Number:

G6674U108.

 

 

CUSIP No. G6674U108

13G

Page 11 of 16

 

 

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.

 

(a)	Amount Beneficially Owned: PC VII holds a total of 6,798,841 shares of the Issuer's Ordinary Shares (the "PC VII Shares") and PC VII FI holds a total of 3,076,019 shares of the Issuer's Ordinary Shares (the "PC VII FI Shares").

 

PC VII is the record owner of the PC VII Shares.  As the sole general partner of PC VII, PCVII GP may be deemed to own beneficially the PC VII Shares.  As the sole general partner of PCVII GP, PCVII LLC may be deemed to own beneficially the PC VII Shares.  As the sole member of PCVII LLC, Holdings LLC may be deemed to own beneficially the PC VII Shares.  As managing principals of Holdings LLC, each of the Principals may be deemed to own beneficially the PC VII Shares.

PC VII FI is the record owner of the PC VII FI Shares.  As the Class A general partner of PC VII FI, PCVII GP may be deemed to own beneficially the PC VII FI Shares.  As the Class B general partner of PC VII FI, PCVII LLC may be deemed to own beneficially the PC VII FI Shares.  As the sole member of PCVII LLC, Holdings LLC may be deemed to own beneficially the PC VII FI Shares.  As managing principals of Holdings LLC, each of the Principals may be deemed to own beneficially the PC VII FI Shares.

By virtue of their relationship as affiliated entities, whose controlling entities have overlapping individual controlling persons, each of PC VII, PC VII FI, PCVII GP, PCVII LLC and Holdings LLC may be deemed to share the power to direct the disposition and vote of the PC VII Shares and the PC VII FI Shares.

(b)

Percent of Class:  See Line 11 of cover sheets.  The percentages set forth on the cover sheet for each Reporting Person are calculated based on 87,072,949 shares of Ordinary Shares reported by the Issuer to be outstanding as of February 16, 2017 on Amendment No. 1 to the Issuer's Form 10K, filed with the Securities and Exchange Commission on March 1, 2017.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote:  See Line 5 of cover sheets.

(ii)

shared power to vote or to direct the vote:  See Line 6 of cover sheets.

(iii)

sole power to dispose or to direct the disposition of:  See Line 7 of cover sheets.

(iv)

shared power to dispose or to direct the disposition of: See Line 8 of cover sheets.

Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.

 

 

 

 

 

 

Not applicable.

 

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.

 

Not applicable.  The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).

 

Not applicable.

 

By signing below, each Reporting Person certifies that, to the best of his, her or its 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.

 

 

Material to be Filed as Exhibits.

Exhibit 1 – Agreement regarding filing of joint Schedule 13G.

 

 

 

 

 

 

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

POMONA CAPITAL VII, L.P.

By:	POMONA ASSOCIATES VII, L.P. General Partner

By:

POMONA SECONDARY ASSOCIATES VII LLC General Partner

By:

POMONA G.P. HOLDINGS LLC

Sole Member

 

 Managing Principal

 

POMONA CAPITAL VII FUND INVESTORS, L.P.

By:	POMONA ASSOCIATES VII, L.P. Class A General Partner

By:

POMONA SECONDARY ASSOCIATES VII LLC General Partner

By:

POMONA G.P. HOLDINGS LLC

Sole Member

By: /s/ Frances N. Janis                      

 Managing Principal

By:	POMONA SECONDARY ASSOCIATES VII LLC Class B General Partner

By:

POMONA G.P. HOLDINGS LLC

Sole Member

 

CUSIP No. G6674U108

13G

Page 14 of 16

 

 

POMONA ASSOCIATES VII, L.P.

 

By:	POMONA SECONDARY ASSOCIATES VII LLC General Partner

By:

POMONA G.P. HOLDINGS LLC

Sole Member

By: /s/ Frances N. Janis                      

 Managing Principal

 

POMONA SECONDARY ASSOCIATES VII LLC

By:          POMONA G.P. HOLDINGS LLC

Sole Member

By: /s/ Frances N. Janis                      

Managing Principal

POMONA G.P. HOLDINGS LLC

By: /s/ Frances N. Janis                       

Managing Principal

 

Michael D. Granoff

 

Frances N. Janis

Stephen M. Futrell

 

 

 

 

CUSIP No. G6674U108

13G

Page 15 of 16

 

EXHIBIT 1

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of NovoCure Limited.

EXECUTED this 23^rd day of March, 2017.