CUSIP No. M98068105
|
1
|
NAMES OF REPORTING PERSONS
Mangrove II Investments S.a.r.l.
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
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
|
3,118,019 (1)
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
3,118,019 (1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,118,019 (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
|
6.6% (2)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
(1) As of December 31, 2018.
(2) Based on 48,349,589 Shares outstanding as of August 6, 2018, as reported in the Issuer’s Proxy Statement filed as Exhibit 99.1 to the Report
on Form 6-K filed with the Securities and Exchange Commission on August 13, 2018.
CUSIP No. M98068105
|
1
|
NAMES OF REPORTING PERSONS
Mangrove Partners SCSp
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
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
|
47,071 (1)
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
47,071 (1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
47,071 (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
|
Less than 0.1% (2)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
(1) As of December 31, 2018.
(2) Based on 48,349,589 Shares outstanding as of August 6, 2018, as reported in the Issuer’s Proxy Statement filed as Exhibit 99.1 to the Report
on Form 6-K filed with the Securities and Exchange Commission on August 13, 2018.
CUSIP No. M98068105
|
1
|
NAMES OF REPORTING PERSONS
Mangrove II S.C.A. SICAR
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
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
|
3,118,019 (1)
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
3,118,019 (1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,118,019 (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
|
6.4% (2)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
(1) Held by Mangrove II Investments S.a.r.l. as of December 31, 2018.
(2) Based on 48,349,589 Shares outstanding as of August 6, 2018, as reported in the Issuer’s Proxy Statement filed as Exhibit 99.1 to the Report
on Form 6-K filed with the Securities and Exchange Commission on August 13, 2018.
CUSIP No. M98068105
|
1
|
NAMES OF REPORTING PERSONS
Mangrove II Management SA
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
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
|
3,118,019 (1)
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
3,118,019 (1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,118,019 (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
|
6.4% (2)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
(1) Held by Mangrove II Investments S.a.r.l. as of December 31, 2018.
(2) Based on 48,349,589 Shares outstanding as of August 6, 2018, as reported in the Issuer’s Proxy Statement filed as Exhibit 99.1 to the Report
on Form 6-K filed with the Securities and Exchange Commission on August 13, 2018.
CUSIP No. M98068105
|
1
|
NAMES OF REPORTING PERSONS
Mangrove Founders S.a.r.l.
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
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
|
47,071 (1)
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
47,071 (1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
47,071 (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
|
Less than 0.1% (2)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
(1) Held by Mangrove Partners SCSp as of December 31, 2018.
(2) Based on 48,349,589 Shares outstanding as of August 6, 2018, as reported in the Issuer’s Proxy Statement filed as Exhibit 99.1 to the Report
on Form 6-K filed with the Securities and Exchange Commission on August 13, 2018.
CUSIP No. M98068105
|
1
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NAMES OF REPORTING PERSONS
Willibrord Ehses
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
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
|
3,165,090 (1)
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
3,165,090 (1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,165,090 (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
|
6.5% (2)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
(1) As of December 31, 2018, and consisting of (i) 3,118,019 shares held by Mangrove II Investments S.a.r.l. and (ii) 47,071 shares held by
Mangrove Partners SCSp.
(2) Based on 48,349,589 Shares outstanding as of August 6, 2018, as reported in the Issuer’s Proxy Statement filed as Exhibit 99.1 to the Report
on Form 6-K filed with the Securities and Exchange Commission on August 13, 2018.
CUSIP No. M98068105
|
1
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NAMES OF REPORTING PERSONS
Hans-Jürgen Schmitz
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
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
|
3,165,090 (1)
|
|
7
|
SOLE DISPOSITIVE POWER
|
0
|
|
8
|
SHARED DISPOSITIVE POWER
|
3,165,090 (1)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,165,090 (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
|
6.5% (2)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
(1) As of December 31, 2018, and consisting of (i) 3,118,019 shares held by Mangrove II Investments S.a.r.l. and (ii) 47,071 shares held by
Mangrove Partners SCSp.
(2) Based on 48,349,589 Shares outstanding as of August 6, 2018, as reported in the Issuer’s Proxy Statement filed as Exhibit 99.1 to the Report
on Form 6-K filed with the Securities and Exchange Commission on August 13, 2018.
CUSIP No. M98068105
|
1
|
NAMES OF REPORTING PERSONS
Mark Tluszcz
|
|
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
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
|
25,320 (1)
|
|
6
|
SHARED VOTING POWER
|
3,118,019 (2)
|
|
7
|
SOLE DISPOSITIVE POWER
|
25,320 (1)
|
|
8
|
SHARED DISPOSITIVE POWER
|
3,118,019 (2)
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
3,143,339
|
|
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
|
6.5% (3)
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
(1) Includes 17,382 Shares issuable upon exercise of options to purchase Ordinary Shares that are vested or will vest by February 28, 2019.
(2) Held by Mangrove II Investments S.a.r.l. as of December 31, 2018.
(3) Based on 48,349,589 Shares outstanding as of August 6, 2018, as reported in the Issuer’s Proxy Statement filed as Exhibit 99.1 to the Report
on Form 6-K filed with the Securities and Exchange Commission on August 13, 2018.
CUSIP No. M98068105
AMENDMENT NO. 5 TO SCHEDULE 13G
Reference is hereby made to the statement on Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons with
respect to the Ordinary Shares of the Issuer on September 4, 2015, Amendment No. 1 thereto filed on September 4, 2015, Amendment No. 2 thereto filed on March 11, 2016, Amendment No. 3 thereto filed on January 24, 2017 and Amendment No. 4 thereto
filed on February 9, 2018 (as so amended, the “Schedule 13G”). As stated in the Schedule 13G, the Shares reported therein had been 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 will continue to 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.
The Schedule 13G is amended and restated as follows:
|
ITEM 1(a) -
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NAME OF ISSUER:
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|
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Wix.com Ltd.
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ITEM 1(b) -
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ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
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40 Namal Tel Aviv Street
Tel Aviv, 6350671 Israel
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ITEM 2(a) -
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NAME OF PERSON FILING:
|
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|
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.
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ITEM 2(b) -
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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C/O Mangrove Capital Partners, 31, Boulevard Joseph II, L-1840 Luxembourg
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ITEM 2(c) -
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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
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ITEM 2(d) -
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TITLE OF CLASS OF SECURITIES:
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|
Ordinary Shares, par value NIS 0.01 per share (“Shares”)
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ITEM 2(e) -
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CUSIP NUMBER:
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M98068105
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ITEM 3 -
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STATEMENTS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B) OR (C):
|
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Not Applicable.
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ITEM 4 -
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OWNERSHIP:
|
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The information set forth in the cover pages of this Amendment No. 5 to Schedule 13G is incorporated herein by reference.
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ITEM 5 -
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
|
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|
Not Applicable.
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ITEM 6 -
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
|
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|
Not Applicable.
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ITEM 7 -
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT COMPANY:
|
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Not Applicable.
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ITEM 8 -
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
|
|
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See Item 2(a)
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ITEM 9 -
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NOTICE OF DISSOLUTION OF GROUP:
|
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|
Not Applicable.
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ITEM 10 -
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CERTIFICATION:
|
|
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Not Applicable.
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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: February 11, 2019
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MANGROVE II INVESTMENTS S.À.R.L.
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
|
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Title:
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Director
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By:
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/s/ Mark Tluszcz
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Name:
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Mark Tluszcz
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Title:
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Manager
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MANGROVE PARTNERS SCSp
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By:
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MANGROVE FOUNDERS S.A.R.L.
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Director
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By:
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/s/ Willibrord Ehses
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Name:
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Willibrord Ehses
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Title:
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Manager
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MANGROVE II S.C.A. SICAR
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By:
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MANGROVE II MANAGEMENT SA
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Director
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By:
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/s/ Mark Tluszcz
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Name:
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Mark Tluszcz
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Title:
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Manager
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MANGROVE II MANAGEMENT SA
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Director
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By:
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/s/ Mark Tluszcz
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Name:
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Mark Tluszcz
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Title:
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Manager
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MANGROVE FOUNDERS S.A.R.L.
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Manager
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By:
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/s/ Willibrord Ehses
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Name:
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Willibrord Ehses
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Title:
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Manager
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By:
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/s/ Willibrord Ehses
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Name:
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Willibrord Ehses
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Title:
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Individually
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Individually
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By:
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/s/ Mark Tluszcz
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Name:
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Mark Tluszcz
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Title:
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Individually
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CUSIP No. M98068105
EXHIBIT A
JOINT
FILING AGREEMENT
The undersigned hereby agree that the Amendment No. 5 to Schedule 13G to which this Agreement is annexed as Exhibit A, and
any further 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: February 11, 2019
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MANGROVE II INVESTMENTS S.À.R.L.
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Director
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By:
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/s/ Mark Tluszcz
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Name:
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Mark Tluszcz
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Title:
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Manager
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MANGROVE PARTNERS SCSp
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By:
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MANGROVE FOUNDERS S.A.R.L.
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Director
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By:
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/s/ Willibrord Ehses
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Name:
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Willibrord Ehses
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Title:
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Manager
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MANGROVE II S.C.A. SICAR
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By:
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MANGROVE II MANAGEMENT SA
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Director
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By:
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/s/ Mark Tluszcz
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Name:
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Mark Tluszcz
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Title:
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Manager
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MANGROVE II MANAGEMENT SA
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Director
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By:
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/s/ Mark Tluszcz
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Name:
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Mark Tluszcz
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Title:
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Manager
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MANGROVE FOUNDERS S.A.R.L.
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Manager
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By:
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/s/ Willibrord Ehses
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Name:
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Willibrord Ehses
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Title:
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Manager
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By:
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/s/ Willibrord Ehses
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Name:
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Willibrord Ehses
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Title:
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Individually
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By:
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/s/ Hans-Jürgen Schmitz
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Name:
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Hans-Jürgen Schmitz
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Title:
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Individually
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By:
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/s/ Mark Tluszcz
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Name:
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Mark Tluszcz
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Title:
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Individually
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