Lightspeed Ultimate General Partner VIII Form 3 SolarEdge / Peter Nieh ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)

2200 SAND HILL ROAD, STE. 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2015

3. Issuer Name and Ticker or Trading Symbol
SolarEdge Technologies Inc [ SEDG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Convertible Preferred Stock	(1)	(1)	Common Stock	2,770,673.33	(1)	I	By Lightspeed Venture Partners VIII, L.P.(2)(3)
Series D Convertible Preferred Stock	(1)	(1)	Common Stock	378,823.67	(1)	I	By Lightspeed Venture Partners VIII, L.P.(2)(3)
Series D-1 Convertible Preferred Stock	(1)	(1)	Common Stock	102,521.67	(1)	I	By Lightspeed Venture Partners VIII, L.P.(2)(3)
Series D-2 Convertible Preferred Stock	(1)	(1)	Common Stock	123,026	(1)	I	By Lightspeed Venture Partners VIII, L.P.(2)(3)
Series D-3 Convertible Preferred Stock	(1)	(1)	Common Stock	205,605.67	(1)	I	By Lightspeed Venture Partners VIII, L.P.(2)(3)

1. Name and Address of Reporting Person^*

LIGHTSPEED VENTURE PARTNERS VIII LP

(Last) (First) (Middle)

2200 SAND HILL ROAD, STE. 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed Ultimate General Partner VIII, Ltd.

(Last) (First) (Middle)

2200 SAND HILL ROAD, STE. 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lightspeed General Partner VIII, L.P.

(Last) (First) (Middle)

2200 SAND HILL ROAD, STE. 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHAEPE CHRISTOPHER J

(Last) (First) (Middle)

2200 SAND HILL ROAD, STE. 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Eggers Barry

(Last) (First) (Middle)

2200 SAND HILL ROAD, STE. 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mhatre Ravi

(Last) (First) (Middle)

2200 SAND HILL ROAD, STE. 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Nieh Peter

(Last) (First) (Middle)

2200 SAND HILL ROAD, STE. 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Each three (3) shares of the issuer's Series D-3, D-2, D-1, D, and C Convertible Preferred Stock will convert into one (1) share of the issuer's Common Stock immediately prior to the closing of an approved initial public offering meeting certain criteria ("IPO"). Such shares have no expiration date.

2. Shares held directly by Lightspeed Venture Partners VIII, L.P. Lightspeed Ultimate General Partner VIII, Ltd. is the general partner of Lightspeed General Partner VIII, which is the general partner of Lightspeed Venture Partners VIII, L.P. As such, Lightspeed Ultimate General Partner VIII, Ltd. possesses the power to direct the voting and disposition of the shares owned by Lightspeed Venture Partners VIII, L.P. and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed Venture Partners VIII, L.P. Christopher J. Schaepe, Barry Eggers, Ravi Mhatre and Peter Nieh are the directors of Lightspeed Ultimate General Partner VIII, Ltd. and therefore may be deemed to possess power to direct the voting and disposition of the shares owned by Lightspeed Venture Partners VIII, L.P. and may be deemed to have indirect beneficial ownership of the shares held by Lightspeed Venture Partners VIII, L.P.

3. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

	Lightspeed Venture Partners VIII, L.P., by its general partner Lightspeed General Partner VIII, L.P., by its general partner Lightspeed Ultimate General Partner VIII, L.P., by its managing member, Peter Nieh, /s/Peter Nieh	03/25/2015
	** Signature of Reporting Person	Date
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