| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
CELLEBRITE DI LTD. (Name of Issuer) |
Ordinary Shares, with par value of NIS 0.00001 per share (Title of Class of Securities) |
M2197Q107 (CUSIP Number) |
12/31/2024 (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) |
SCHEDULE 13G |
| CUSIP No. | M2197Q107 |
| 1 | Names of Reporting Persons IGP Saferworld, Limited Partnership | ||||||||
| 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 ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | M2197Q107 |
| 1 | Names of Reporting Persons IGP Investments (G.P.L.P), Limited Partnership | ||||||||
| 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 ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | M2197Q107 |
| 1 | Names of Reporting Persons IGP Investments (G.P.), Ltd. | ||||||||
| 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 ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | M2197Q107 |
| 1 | Names of Reporting Persons Haim Shani | ||||||||
| 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 ISRAEL | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,036.00 | ||||||||
| 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) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| CUSIP No. | M2197Q107 |
| 1 | Names of Reporting Persons Moshe Lichtman | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 0.00 | ||||||||
| 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) 0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: CELLEBRITE DI LTD. | |
| (b) | Address of issuer's principal executive
offices: The Issuer's principal executive offices are located at 94 Shlomo Shmelzer Road, Petah Tikva 4970602, P.O.B 3925 Israel. | |
| Item 2. | ||
| (a) | Name of person filing: The following entities and individuals, as listed below, who are filing this Amendment No. 3 (this "Amendment No. 3") to the Statement of Beneficial Ownership on Schedule 13G filed on February 24, 2022 (the "Statement"), as amended by Amendment No. 1 thereto, filed on February 8, 2024 ("Amendment No. 1"), and Amendment No. 2 thereto, filed on March 12, 2014 ("Amendment No. 2"), are referred to herein collectively as the "Reporting Persons":
(i) IGP Saferworld, Limited Partnership ("IGP Saferworld")
(ii) IGP Investments (G.P.L.P), Limited Partnership (the "GP")
(iii) IGP Investments (G.P.), Ltd.
(iv) Haim Shani
(v) Moshe Lichtman
The GP serves as the general partner of IGP Saferworld, and IGP Investments (G.P.), Ltd., in turn, serves as the general partner of the GP. Mr. Haim Shani and Mr. Moshe Lichtman serve as the managing directors of IGP Investments (G.P.), Ltd. and therefore possessed ultimate voting and investment authority with respect to any ordinary shares of the Issuer held by IGP Saferworld and by the GP. Mr. Shani furthermore separately possesses sole voting and investment authority with respect to 1,036 ordinary shares held by him individually.
This Amendment No. 3 is being filed to report that over the course of the year ended December 31, 2024, each of IGP Saferworld and the GP disposed of all ordinary shares of the Issuer held by it, such that those Reporting Persons no longer beneficially own any ordinary shares of the Issuer as of December 31, 2024. Mr. Shani continues to possess sole voting and investment authority with respect to the 1,036 ordinary shares held by him individually as of December 31, 2024. | |
| (b) | Address or principal business office or, if
none, residence: The principal business office of the Reporting Persons is 3 Arik Einstein St., Building B, 9th floor, Herzliya, 4659071, Israel. | |
| (c) | Citizenship: The citizenship or state of organization, as applicable, of each Reporting Person is as follows:
(i) IGP Saferworld- Israel
(ii) GP- Israel
(iii) IGP Investments (G.P.), Ltd.- Israel
(iv) Haim Shani- Israel
(v) Moshe Lichtman- Israel and United States | |
| (d) | Title of class of securities: Ordinary Shares, with par value of NIS 0.00001 per share | |
| (e) | CUSIP No.: M2197Q107 | |
| 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: I. IGP Saferworld
0 ordinary shares
II. IGP Investments (G.P.L.P), Limited Partnership
0 ordinary shares
III. IGP Investments (G.P.), Ltd.
0 ordinary shares
IV.Haim Shani
1,036 ordinary shares
V.Moshe Lichtman
0 ordinary shares | |
| (b) | Percent of class: I. IGP Saferworld
0.0%
II. IGP Investments (G.P.L.P), Limited Partnership
0.0%
III. IGP Investments (G.P.), Ltd.
0.0%
IV.Haim Shani
0.0%
V.Moshe Lichtman
0.0% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: I. IGP Saferworld
0
II. IGP Investments (G.P.L.P), Limited Partnership
0
III. IGP Investments (G.P.), Ltd.
0
IV.Haim Shani
1,036
V.Moshe Lichtman
0 | ||
| (ii) Shared power to vote or to direct the
vote: I. IGP Saferworld
0
II. IGP Investments (G.P.L.P), Limited Partnership
0
III. IGP Investments (G.P.), Ltd.
0
IV.Haim Shani
0
V.Moshe Lichtman
0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: I. IGP Saferworld
0
II. IGP Investments (G.P.L.P), Limited Partnership
0
III. IGP Investments (G.P.), Ltd.
0
IV.Haim Shani
1,036
V.Moshe Lichtman
0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: I. IGP Saferworld
0
II. IGP Investments (G.P.L.P), Limited Partnership
0
III. IGP Investments (G.P.), Ltd.
0
IV.Haim Shani
0
V.Moshe Lichtman
0 | ||
| 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: |
Not Applicable
|
| 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. |
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Exhibit
Information |
Exhibit 1 - Joint Filing Agreement pursuant to Rule 13d-1(k)(1)- incorporated by reference to Exhibit 1 to the Statement |