CyberArk Software (CYBR) 6-K CyberArk Software Ltd. Announces Proposed Private Offering of $500 million of Convertible Senior Notes

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule13a-16 or15d-16

of the Securities Exchange Act of 1934

For the month of November 2019

Commission File Number:001-36625

CyberArk Software Ltd.

(Translation of registrant’s name into English)

CyberArk Software Ltd.

9 Hapsagot St.

Park Ofer 2, POB 3143

Petach-Tikva, 4951041 Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form20-F or Form40-F.

Form20-F  ☒            Form40-F  ☐

Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form6-K in paper as permitted by RegulationS-T Rule 101(b)(7):  ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐            No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule12g3-2(b): 82-________

EXPLANATORY NOTE

On November 12, 2019, CyberArk Software Ltd. (the “Company”) issued a press release announcing a proposed offering of $500 million principal amount of convertible senior notes (the “Offering”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached as Exhibit 99.1 to this Report on Form6-K.

The unaudited financial statements of the Company for the nine months ended September 30, 2018 and 2019 and as of September 30, 2019 are furnished herewith as Exhibit 99.2 to this Report on Form6-K.

On November 12, 2019, the Company intends to distribute a preliminary offering memorandum (the “Preliminary Offering Memorandum”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act in connection with the Offering. The Preliminary Offering Memorandum contains supplemental disclosure related to the Company’s results of operations and liquidity and capital resources for the nine months ended September 30, 2019. Accordingly, the Company is filing information with this Report on Form6-K for the purpose of supplementing disclosures contained in the Company’s prior public filings. The supplemental disclosures are filed as Exhibit 99.3 to this Report on Form6-K.

Other than as indicated below, the information in this Form6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

Exhibits 99.2 and 99.3 to this Report on Form6-K are hereby incorporated by reference into the Company’s Registration Statements on FormS-8 (File Nos.333-200367,333-202850,333-216755,333-223729 and333-230269).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 12, 2019
	CYBERARK SOFTWARE LTD.
	By:	/s/ Joshua Siegel
	Name:	Joshua Siegel
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated November 12, 2019 entitled “CyberArk Software Ltd. Announces Proposed Private Offering of $500 million of Convertible Senior Notes”.
99.2	Unaudited financial statements for CyberArk Software Ltd. for the nine months ended September 30, 2018 and 2019 and as of September 30, 2019.
99.3	Supplemental Company Disclosure.

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