CyberArk Software SC 13G/A / THOMA BRAVO UGP ownership change

SCHEDULE 13G

CUSIP No.

M2682V108

Names of Reporting Persons

Thoma Bravo UGP, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,142,538.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,142,538.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,142,538.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

2.49 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Percentage in Item 11 is calculated based on 43,573,526 Ordinary shares, par value NIS 0.01 per share (the "Ordinary Shares"), of the Issuer outstanding as of September 30, 2024, as reported in Exhibit 99.1 to the Issuer's Report of Foreign Private Issuer on Form 6-K, filed with the Securities and Exchange Commission (the "SEC") on December 5, 2024, plus 2,285,076 Ordinary Shares issued pursuant to the Agreement and Plan of Merger, dated as of May 19, 2024, by and among the Issuer, Triton Merger Sub, Inc., Venafi Holdings, Inc. and Venafi Parent, LP.

SCHEDULE 13G

CUSIP No.

M2682V108

Names of Reporting Persons

Triton Seller, LP

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,142,538.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,142,538.00

Aggregate Amount Beneficially Owned by Each Reporting Person

1,142,538.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

2.49 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: Percentage in Item 11 is calculated based on 43,573,526 Ordinary Shares of the Issuer outstanding as of September 30, 2024, as reported in Exhibit 99.1 to the Issuer's Report of Foreign Private Issuer on Form 6-K, filed with the SEC on December 5, 2024, plus 2,285,076 Ordinary Shares issued pursuant to the Agreement and Plan of Merger, dated as of May 19, 2024, by and among the Issuer, Triton Merger Sub, Inc., Venafi Holdings, Inc. and Venafi Parent, LP.

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

CyberArk Software Ltd.

(b)

Address of issuer's principal executive offices:

9 Hapsagot St., Park Ofer 2, P.O. Box 3143, Petach-Tikva, 4951041, Israel

Item 2.

(a)

Name of person filing:

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a "Reporting Person" and together as the "Reporting Persons": (i) Thoma Bravo UGP, LLC ("Thoma Bravo UGP") (ii) Triton Seller, LP ("Triton Seller") The Reporting Persons have entered into a Joint Filing Agreement, dated October 8, 2024, a copy of which is incorporated by reference as Exhibit A to the Reporting Persons' Schedule 13G, filed with the SEC on October 8, 2024, pursuant to which the Reporting Persons agreed to file the Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b)

Address or principal business office or, if none, residence:

c/o Thoma Bravo, L.P., 110 N. Wacker Drive, 32nd Floor, Chicago, IL 60606

(c)

Citizenship:

See responses to Item 4 on each cover page.

(d)

Title of class of securities:

Ordinary shares, par value NIS 0.01 per share

(e)

CUSIP No.:

M2682V108

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:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

See response to Item 9 on each cover page.

(b)

Percent of class:

See response to Item 11 on each cover page. %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii) Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page. Triton Seller holds the securities reported herein directly. Thoma Bravo UGP is the ultimate general partner of certain investment funds (the "Thoma Bravo Funds") affiliated with Thoma Bravo, L.P., and the Thoma Bravo Funds and certain unaffiliated investors are limited partners of Triton Seller. Accordingly, Thoma Bravo UGP may be deemed the beneficial owner of the Ordinary Shares directly owned by Triton Seller. The filing of this statement shall not be construed as an admission that Thoma Bravo UGP is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.

Item 5.

Ownership of 5 Percent or Less of a Class.

Ownership of 5 percent or less of a class

Item 6.

Ownership of more than 5 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:

By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Thoma Bravo UGP, LLC

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Managing Partner
Date:	02/07/2025

Triton Seller, LP

Signature:	/s/ Seth Boro
Name/Title:	Seth Boro, Chief Executive Officer and President
Date:	02/07/2025

Exhibit Information

Exhibit A Joint Filing Agreement dated as of October 8, 2024 (incorporated by reference to Exhibit A of the Issuer's Schedule 13G, filed on October 8, 2024).

CyberArk Software (CYBR) SC 13G/ACyberArk Software / THOMA BRAVO UGP ownership change