CHECK POINT SOFTWARE TECHNOLOGIES LTD — Major Shareholding Notification 1997

Feb 18, 1997

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Check Point Software Technologies, Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 162990204 (CUSIP Number) Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1 and (2); has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 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). CUSIP No. 162990204 13G Page 2 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Associates I.R.S. #13-6300995 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York, U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 1,981,815 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 0 8 SHARED DISPOSITIVE POWER 1,981,815 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,981,815 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.34% 12 TYPE OF REPORTING PERSON PN SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 15 Pages CUSIP No. 162990204 13G Page 3 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Venrock Associates II, L.P. I.R.S. #13-3844754 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York, U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 899,085 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 899,085 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 899,085 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.42% 12 TYPE OF REPORTING PERSON PN SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 15 pages CUSIP No. 162990204 13G Page 4 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter O. Crisp ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,880,900 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 2,880,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,880,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 15 pages CUSIP No. 162990204 13G Page 5 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony B. Evnin ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,880,900 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 2,880,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,880,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 5 of 15 pages CUSIP No. 162990204 13G Page 6 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David R. Hathaway ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,880,900 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 2,880,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,880,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 6 of 15 pages CUSIP No. 162990204 13G Page 7 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Patrick F. Latterell ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,880,900 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 2,880,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,880,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 7 of 15 pages CUSIP No. 162990204 13G Page 8 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ted H. McCourtney ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,880,900 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 2,880,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,880,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 8 of 15 pages CUSIP No. 162990204 13G Page 9 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ray A. Rothrock ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH 2,880,900 REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 0 8 SHARED DISPOSITIVE POWER 2,880,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,880,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 9 of 15 pages CUSIP No. 162990204 13G Page 10 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kimberley A. Rummelsburg ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,880,900 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 2,880,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,880,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 10 of 15 pages CUSIP No. 162990204 13G Page 11 of 15 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Anthony Sun ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/ (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. 5 SOLE VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 2,880,900 EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON 0 WITH 8 SHARED DISPOSITIVE POWER 2,880,900 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,880,900 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.77% 12 TYPE OF REPORTING PERSON IN *SEE INSTRUCTION BEFORE FILLING OUT! Page 11 of 15 pages Introductory Note: This Statement on Schedule 13G is filed on behalf of Venrock Associates, a limited partnership organized under the laws of the State of New York, Venrock Associates II, L.P., a limited partnership organized under the laws of the State of New York, Peter O. Crisp, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A. Rothrock, Kimberley A. Rummelsburg and Anthony Sun in respect of shares of Common Stock of Check Point Software Technologies, Ltd. Item 1(a) Name of Issuer Check Point Software Technologies, Ltd. Item 1(b) Address of Issuer's Principal Executive Offices 400 Seaport Court, Suite 105 Redwood City, California 94063 Item 2(a) Name of Person Filing Venrock Associates ("Venrock") Venrock Associates II, L.P. ("Venrock II") Peter O. Crisp Anthony B. Evnin David R. Hathaway Patrick F. Latterell Ted H. McCourtney Ray A. Rothrock Kimberley A. Rummelsburg Anthony Sun Item 2(b) Address of Principal Business Office or, if none, Residence 30 Rockefeller Plaza Room 5508 New York, New York 10112 Item 2(c) Citizenship Venrock and Venrock II are limited partnerships organized in the State of New York. Peter O. Crisp, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Ray A. Rothrock, Kimberley A. Rummelsburg and Anthony Sun are General Partners of Venrock and Venrock II and all are citizens of the United States of America. Item 2(d) Title of Class of Securities Common Stock Item 2(e) CUSIP Number 162990204 Item 3 Not applicable. Page 12 of 15 pages Item 4 Ownership (a) and (b) Venrock owns 1,981,815 shares or 5.34% of the outstanding shares of common stock. Venrock II owns 899,085 shares or 2.42% of the outstanding shares of common stock. All eight General Partners disclaim beneficial ownership of the 2,880,900 shares owned collectively by Venrock and Venrock II except as to the percentage of their respective pro-rata shares. (c) The eight General Partners have shared voting and shared dispositive powers with respect to the 2,880,900 shares collectively owned by Venrock and Venrock II. None of the General Partners have sole voting or sole dispositive power over the shares. Item 5 Ownership of Five Percent or Less of a Class Not applicable. Item 6 Ownership of More than Five Percent of Behalf of Another Person No person, other than the General Partners of Venrock and Venrock, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock owned by Venrock and Venrock II. Item 7 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company Not applicable. Item 8 Identification and Classification of Members of the Group This schedule is being filed pursuant to Rule 13d-1(c). The identities of the eight General Partners of Venrock and Venrock II are stated in Item 2. Item 9 Notice of Dissolution of Group Not applicable. Item 10 Certification Not applicable. Page 13 of 15 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement in true, complete and correct. February 14, 1997 VENROCK ASSOCIATES By: /s/ Ted H. McCourtney ------------------------------- Ted H. McCourtney General Partner February 14, 1997 VENROCK ASSOCIATES II, L.P. By: /s/ Ted H. McCourtney ------------------------------- Ted H. McCourtney General Partner February 14, 1997 GENERAL PARTNERS /s/ Peter O. Crisp ------------------------------- Peter O. Crisp /s/ Anthony B. Evnin ------------------------------- Anthony B. Evnin /s/ David R. Hathaway ------------------------------- David R. Hathaway /s/ Patrick F. Latterell ------------------------------- Patrick F. Latterell /s/ Ted H. McCourtney ------------------------------- Ted H. McCourtney /s/ Ray A. Rothrock ------------------------------- Ray A. Rothrock /s/ Kimberley A. Rummelsburg ------------------------------- Kimberley A. Rummelsburg /s/ Anthony Sun ------------------------------- Anthony Sun Exhibit 1 AGREEMENT Pursuant to Rule 13d-1(f) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned. February 14, 1997 VENROCK ASSOCIATES By: /s/ Ted H. McCourtney ------------------------------- Ted H. McCourtney General Partner February 14, 1997 VENROCK ASSOCIATES II, L.P. By: /s/ Ted H. McCourtney ------------------------------- Ted H. McCourtney General Partner February 14, 1997 GENERAL PARTNERS /s/ Peter O. Crisp ------------------------------- Peter O. Crisp /s/ Anthony B. Evnin ------------------------------- Anthony B. Evnin /s/ David R. Hathaway ------------------------------- David R. Hathaway /s/ Patrick F. Latterell ------------------------------- Patrick F. Latterell /s/ Ted H. McCourtney ------------------------------- Ted H. McCourtney /s/ Ray A. Rothrock ------------------------------- Ray A. Rothrock /s/ Kimberley A. Rummelsburg ------------------------------- Kimberley A. Rummelsburg /s/ Anthony Sun ------------------------------- Anthony Sun