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 13d-2 (b)

 

(Amendment No. 2)*

 

Wix.com Ltd.

(Name of Issuer)

 

Ordinary Shares

(Title of Class of Securities)

 

M98068105

(CUSIP Number)

 

December 31, 2014

(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 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).

 

(Continued on following pages)

 

Page 1 of 19 Pages

Exhibit Index Contained on Page 18

 

 
 

 

CUSIP NO. M98068105 13 G Page 2 of 19  

 

1 NAME OF REPORTING PERSON     Benchmark Capital Partners VI, L.P. (“BCP VI”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 NUMBER OF 5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

PN

 
 

 

CUSIP NO. M98068105 13 G Page 3 of 19  

  

1 NAME OF REPORTING PERSON     Benchmark Founders’ Fund VI, L.P. (“BFF VI”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

PN

 
 

 

CUSIP NO. M98068105 13 G Page 4 of 19  

 

1 NAME OF REPORTING PERSON     Benchmark Founders’ Fund VI-B, L.P. (“BFF VI-B”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

PN

 
 

 

CUSIP NO. M98068105 13 G Page 5 of 19  

 

1 NAME OF REPORTING PERSON     Benchmark Capital Management Co. VI, L.L.C.
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

5

SOLE VOTING POWER

0 shares 

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

OO

 

 
 

 

CUSIP NO. M98068105 13 G Page 6 of 19  

 

1 NAME OF REPORTING PERSON     Alexandre Balkanski
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

 

NUMBER OF

5

SOLE VOTING POWER

0 shares 

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

 

 
 

 

CUSIP NO. M98068105 13 G Page 7 of 19  

 

1 NAME OF REPORTING PERSON      Matthew R. Cohler
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF 5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

 

 
 

 

CUSIP NO. M98068105 13 G Page 8 of 19  

 

1 NAME OF REPORTING PERSON      Bruce W. Dunlevie
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF 5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

 

 
 

 

CUSIP NO. M98068105 13 G Page 9 of 19  

 

1 NAME OF REPORTING PERSON      Peter Fenton
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF 5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

 
 

 

CUSIP NO. M98068105 13 G Page 10 of 19  

 

1 NAME OF REPORTING PERSON      J. William Gurley
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF 5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

 
 

 

CUSIP NO. M98068105 13 G Page 11 of 19  

 

1 NAME OF REPORTING PERSON      Kevin R. Harvey  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF 5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

 
 

 

CUSIP NO. M98068105 13 G Page 12 of 19  

 

1 NAME OF REPORTING PERSON     Robert C. Kagle   
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF 5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

 

 
 

 

CUSIP NO. M98068105 13 G Page 13 of 19  

 

1 NAME OF REPORTING PERSON      Mitchell H. Lasky
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF 5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

 
 

 

CUSIP NO. M98068105 13 G Page 14 of 19  

 

1 NAME OF REPORTING PERSON      Steven M. Spurlock
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       ¨        (b)        x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF 5

SOLE VOTING POWER

0 shares

 

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

6

SHARED VOTING POWER

0 shares

  7

SOLE DISPOSITIVE POWER

0 shares

  8

SHARED DISPOSITIVE POWER

0 shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON                                                                                                         0

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)

EXCLUDES CERTAIN SHARES                                                                                                                 ¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12

TYPE OF REPORTING PERSON

IN

 

 

 
 

 

CUSIP NO. M98068105 13 G Page 15 of 19  

  

This Amendment No. 2 amends and restates in its entirety the Schedule 13G previously filed by Benchmark Capital Partners VI, L.P., a Delaware limited partnership (“BCP VI”), Benchmark Founders’ Fund VI, L.P., a Delaware limited partnership (“BFF VI”), Benchmark Founders’ Fund VI-B, L.P., a Delaware limited partnership (“BFF VI-B”), Benchmark Capital Management Co. VI, L.L.C., a Delaware limited liability company (“BCMC VI”), and Matthew R. Cohler (“Cohler”), Bruce W. Dunlevie (“Dunlevie”), Peter Fenton (“Fenton”), J. William Gurley (“Gurley”), Kevin R. Harvey (“Harvey”), Mitchell H. Lasky (“Lasky”) and Steven M. Spurlock (“Spurlock”) (together with this current amendment thereto, this “Schedule 13G”).

 

ITEM 1(A). NAME OF ISSUER
   
  Wix.com Ltd.
   
ITEM 1(B). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
   
  40 Namal Tel Aviv St.
  Tel Aviv 6350671, Israel
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Statement is filed by BCP VI, BFF VI, BFF VI-B, BCMC VI, and Alexandre Balkanski (“Balkanski”), Cohler, Dunlevie, Fenton, Gurley, Harvey, Robert C. Kagle (“Kagle”), Lasky and Spurlock.  The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”
   
  BCMC VI, the general partner of BCP VI, BFF VI and BFF VI-B, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.  Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are members of BCMC VI and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by BCP VI, BFF VI and BFF VI-B.
   
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE
   
  The address for each reporting person is:
   
  Benchmark Capital
  2965 Woodside Road
  Woodside, California 94062
   
ITEM 2(C). CITIZENSHIP
   
  BCP VI, BFF VI and BFF VI-B are Delaware limited partnerships.  BCMC VI is a Delaware limited liability company.  Balkanski, Cohler, Dunlevie, Fenton, Gurley, Harvey, Kagle, Lasky and Spurlock are United States Citizens.
   
ITEM 2(D) and (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER
   
  Ordinary Shares
  CUSIP # M98068105
   
ITEM 3. Not Applicable.  
   
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.  

 

 
 

 

CUSIP NO. M98068105 13 G Page 16 of 19  

 

  (a) Amount beneficially owned:
     
    See Row 9 of cover page for each Reporting Person.
     
  (b) Percent of Class:
     
    See Row 11 of cover page for each Reporting Person.
     
  (c) Number of shares as to which such person has:

 

  (i) Sole power to vote or to direct the vote:
     
    See Row 5 of cover page for each Reporting Person.
     
  (ii) Shared power to vote or to direct the vote:
     
    See Row 6 of cover page for each Reporting Person.
     
  (iii) Sole power to dispose or to direct the disposition of:
     
    See Row 7 of cover page for each Reporting Person.
     
  (iv) Shared power to dispose or to direct the disposition of:
     
    See Row 8 of cover page for each Reporting Person.

 

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:     x  Yes
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Please see Item 5.  
   
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
   
Not applicable.

 

 
 

 

CUSIP NO. M98068105 13 G Page 17 of 19  

 

SIGNATURES

 

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.

 

Date: February 9, 2015

 

  BENCHMARK CAPITAL PARTNERS VI, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VI, L.P., a Delaware Limited Partnership
   
  BENCHMARK FOUNDERS’ FUND VI-B, L.P., a Delaware Limited Partnership
   
  BENCHMARK CAPITAL MANAGEMENT CO. VI, L.L.C., a Delaware Limited Liability Company
     
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Managing Member
     
  ALEXANDRE BALKANSKI
  MATTHEW R. COHLER
  BRUCE W. DUNLEVIE
  PETER FENTON
  J. WILLIAM GURLEY
  KEVIN R. HARVEY
  ROBERT C. KAGLE
  MITCHELL H. LASKY
  STEVEN M. SPURLOCK
     
  By: /s/ Steven M. Spurlock
    Steven M. Spurlock
    Attorney-in-Fact*

 

*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.

  

 
 

 

CUSIP NO. M98068105 13 G Page 18 of 19  

  

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   19

  

 
 

 

CUSIP NO. M98068105 13 G Page 19 of 19  

 

exhibit A

 

Agreement of Joint Filing

  

The Reporting Persons agree that a single Schedule 13G (or any amendment thereto) relating to the Ordinary Shares of Wix.com Ltd. shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filings are already on file with the appropriate agencies.