WalkMe (WKME) SC 13G WalkMe / StepStone ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

WalkMe Ltd.

(Name of Issuer)

Ordinary Shares, No Par Value

(Title of Class of Securities)

M97628107

(CUSIP Number)

September 20, 2021

(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)

☐ 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 the disclosures provided in a prior cover page.

The information required in 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).

1	NAMES OF REPORTING PERSONS   StepStone Group LP
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   10,366,855
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   10,366,855

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   10,366,855
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   12.3%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   StepStone VC Global Partners VI-A, L.P.
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   3,013,139
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   3,013,139

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,013,139
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   3.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   StepStone VC Global Partners VI-C, L.P
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   1,203,629
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   1,203,629

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,203,629
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   1.4%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   StepStone VC General Partner VI, L.P
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   4,216,768
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   4,216,768

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,216,768
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   5.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   StepStone VC Opportunities III, L.P.
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   5,948,813
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   5,948,813

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,948,813
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   7.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   StepStone VC Opportunities General Partner III, L.P.
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   5,948,813
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   5,948,813

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   5,948,813
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   7.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   StepStone VC Secondaries Fund IV, L.P.
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   201,274
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   201,274

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   201,274
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   0.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   StepStone VC Secondaries General Partner IV, L.P.
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   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   201,274
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   201,274

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   201,274
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   0.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

Item 1(a). Name of Issuer:

WalkMe Ltd. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

1 Walter Moses St.

Tel Aviv 6789903, Israel

Item 2(a). Names of Persons Filing:

The name of the persons filing this report (the “Reporting Persons”) are:

(i) StepStone Group LP (“StepStone”);

(ii) StepStone VC Global Partners VI-A, L.P. (“Global Partners VI-A”);

(iii) StepStone VC Global Partners VI-C, L.P. (“Global Partners VI-C”);

(iv) StepStone VC General Partner VI, L.P. (“Partners VI GP”);

(iv) StepStone VC Opportunities III, L.P. (“Opportunities III”);

(v) StepStone VC Opportunities General Partner III, L.P. (“Opportunities III GP”);

(vi) StepSone VC Secondaries Fund IV, L.P. (“Secondaries Fund IV,” and together with Global Partners VI and Opportunities III, the “Funds”); and

(vii) StepStone VC Secondaries General Partner IV, L.P. (“Secondaries IV GP”).

Partners VI GP is the general partner of Global Partners VI-A and Global Partners VI-C, Opportunities III GP is the general partner of Opportunities III, and Secondaries IV GP is the general partner of Secondaries Fund IV. StepStone is the investment manager of the Funds. StepStone Group Holdings LLC (“StepStone Group Holdings”) is the general partner of StepStone, and StepStone Group Inc. is the sole managing member of StepStone Group Holdings.

On September 20, 2021, StepStone Group Inc., a Delaware corporation, and StepStone Group LP, a Delaware limited partnership, completed the acquisition of Greenspring Associates, LLC and certain of its affiliates or subsidiaries (the “Acquisition”). As a result of the Acquisition, StepStone Group LP became the investment manager of the Funds.

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is:

4225 Executive Square, Suite 1600

La Jolla, CA 90237

Item 2(c). Citizenship:

Each of the Reporting Persons are limited partnerships organized under the laws of the State of Delaware.

Item 2(d). Title of Class of Securities:

Ordinary Shares, no par value.

Item 2(e). CUSIP Number:

M97628107

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:

Not applicable.

Item 4. Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 84,506,357 outstanding shares of ordinary shares as reported in the Issuer’s Form 6-K filed May 16, 2022.

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 ☐.

Item 6. Ownership of More than Five 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. Certification.

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 its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 21, 2022

STEPSTONE GROUP LP
By: StepStone Group Holdings LLC, its General Partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC GLOBAL PARTNERS VI-A, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC GLOBAL PARTNERS VI-C, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC GENERAL PARTNER VI, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary

STEPSTONE VC OPPORTUNITIES III, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC OPPORTUNITIES GENERAL PARTNER III, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC SECONDARIES FUND IV, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro
	Chief Legal Officer & Secretary
STEPSTONE VC SECONDARIES GENERAL PARTNER IV, L.P.
By: StepStone Group LP, its investment manager
By: StepStone Group Holdings LLC, its general partner
By:	/s/ Jennifer Y. Ishiguro
	Jennifer Y. Ishiguro Chief Legal Officer & Secretary