CUSIP No. M5R75Y 101*

13G

Page 2 of 11 Pages

1	NAMES OF REPORTING PERSONS
	Viola Ventures 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
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			73,421,618 (1) (2)
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			73,421,618 (1)
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	73,421,618 (1)
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	7.2% (3) (4)
12	TYPE OF REPORTING PERSON (See Instructions)
	PN

*This is the CUSIP number for the Issuer’s Class A ordinary shares, no par value per share (“Class A ordinary shares”). While the number of Class A ordinary shares reported in this Schedule 13G includes Class A ordinary shares issuable upon conversion, on a one-for-one basis, of the Issuer’s Class B ordinary shares, no par value (“Class B ordinary shares”) as well, the Class B ordinary shares are not registered under the Exchange Act and do not have a CUSIP.

 

 

 

 

 

*This is the CUSIP number for the Class A ordinary shares. While the number of Class A ordinary shares reported in this Schedule 13G includes Class A ordinary shares issuable upon conversion, on a one-for-one basis, of Class B ordinary shares as well, the Class B ordinary shares are not registered under the Exchange Act and do not have a CUSIP.

 

 

 

 

 

*This is the CUSIP number for the Class A ordinary shares. While the number of Class A ordinary shares reported in this Schedule 13G includes Class A ordinary shares issuable upon conversion, on a one-for-one basis, of Class B ordinary shares as well, the Class B ordinary shares are not registered under the Exchange Act and do not have a CUSIP.

 

 

 

 

 

CUSIP No. M5R75Y 101*

13G

Page 5 of 11 Pages

*This is the CUSIP number for the Class A ordinary shares. While the number of Class A ordinary shares reported in this Schedule 13G includes Class A ordinary shares issuable upon conversion, on a one-for-one basis, of Class B ordinary shares as well, the Class B ordinary shares are not registered under the Exchange Act and do not have a CUSIP.

 

 

 

 

 

*This is the CUSIP number for the Class A ordinary shares. While the number of Class A ordinary shares reported in this Schedule 13G includes Class A ordinary shares issuable upon conversion, on a one-for-one basis, of Class B ordinary shares as well, the Class B ordinary shares are not registered under the Exchange Act and do not have a CUSIP.

 

 

 

 

Item 1(a).      Name of Issuer:

 

The name of the issuer is ironSource Ltd. (the “Issuer”).

________________________________________________________________________________

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

The Issuer’s principal executive offices are located at 121 Menachem Begin Street, Tel Aviv 6701203, Israel.

________________________________________________________________________________

Item 2(a).      Name of Person Filing:

 

The following entities and individuals, listed in (i)-(v) below, who are filing this Statement of Beneficial Ownership on Schedule 13G (this “Statement”), are referred to herein collectively as the “Reporting Persons”, and the three individuals whose names appear in (iii)-(v) below, collectively, as the “Reporting Individuals”:

Viola III L.P. directly holds the securities of the Issuer that are reported in this Statement. Viola GP 3 serves as the sole general partner for Viola III LP. The Reporting Individuals serve as the directors of Viola GP 3 and, therefore, possess ultimate voting and investment authority with respect to the securities of the Issuer beneficially owned by the Reporting Persons.

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

 

The principal business office of each Reporting Person is c/o Viola Ventures, Ackerstein Towers, Building D, 12 Abba Eban Avenue, Herzliya 4672530, Israel.

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Item 2(c).      Citizenship:

The citizenship or state of organization, as applicable, of each Reporting Person is as follows:

 ________________________________________________________________________________

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

This Statement relates to the Class A ordinary shares, no par value per share, of the Issuer (“Class A ordinary shares”), which are registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). While the Issuer’s Class B ordinary shares, no par value per share (“Class B ordinary shares”) are not registered under the Exchange Act, this Statement treats the Class B ordinary shares as part of one class together with the Class A ordinary shares, because Class B ordinary shares (i) generally possess the same rights as the Class A ordinary shares (except that Class B ordinary shares are entitled to five votes per share, whereas Class A ordinary shares are entitled to one vote per share) and (ii) generally automatically convert into Class A ordinary shares (on a one-for-one basis) upon transfer.

________________________________________________________________________________

Item 2(e).      CUSIP Number:

The CUSIP number of the Class A ordinary shares is M5R75Y 101. While the number of Class A ordinary shares reported in this Schedule 13G includes Class A ordinary shares issuable upon conversion, on a one-for-one basis, of Class B ordinary shares as well, the Class B ordinary shares are not registered under the Exchange Act and do not have a CUSIP

________________________________________________________________________________

________________________________________________________________________________

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.

III.

Each Reporting Individual

*      All percentage ownership information reflected in this Statement is based on 1,018,468,804 ordinary shares, consisting of 652,938,412 Class A ordinary shares and 365,530,392 Class B ordinary shares, issued and outstanding as of December 31, 2021, based on information provided by the Issuer to the Reporting Person.

(1)   See the cover page for the applicable Reporting Person, which is incorporated by reference herein, for the explanation as to the basis for the beneficial ownership of these ordinary shares by the Reporting Person.

(2)   These 73,421,618 ordinary shares consist of 36,710,809 Class B ordinary shares that are entitled to five votes each, as well as 36,710,809 Class A ordinary shares entitled to one vote each, so the voting power possessed by these 73,421,618 ordinary shares is proportionately greater, and amounts to 8.9% of the outstanding voting power of the Issuer (whereas these ordinary shares only constitute 7.2% of the issued and outstanding ordinary shares).

(3) As further described in Item 2(d) above, this Statement treats the Class B ordinary shares as part of one class together with the Class A ordinary shares.

Each of the foregoing Reporting Persons disclaims beneficial ownership of the Class A ordinary shares and Class B ordinary shares reported herein except to the extent of its or his (as applicable) pecuniary interest (if any) therein.

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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:  ☐

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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 or Control Person.

 

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.         Certifications.

 

Not applicable.

________________________________________________________________________________

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.

 

Dated: February 14, 2022

EXHIBITS

 

Exhibit 1 – Joint Filing Agreement pursuant to Rule 13d-1(k)(1)

 

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