CHECK POINT SOFTWARE TECHNOLOGIES LTD — Major Shareholding Notification 1997

Feb 14, 1997

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No._) Check Point Software Technologies Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares - -------------------------------------------------------------------------------- (Title of Class of Securities) M22465104 - -------------------------------------------------------------------------------- (CUSIP Number) 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 disclosures provided in a prior cover page. The information required on 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). (Continued on following pages) Page 1 of 19 Pages Exhibit Index Contained on Page 16

Page 11 of 19 ITEM 1(a). NAME OF ISSUER: Check Point Software Technologies Ltd. ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 35 Jabotinsky Street Ramat-Gan 52511 ISRAEL ITEM 2(a). NAME OF PERSONS FILING: This Statement is filed by U.S. Venture Partners IV, L.P. ("USVP IV"), Second Ventures II, L.P. ("SV II"), USVP Entrepreneur Partners II, L.P. ("UEP II"), Presidio Management Group IV, L.P. ("PMG IV"), William K. Bowes, Jr. ("Bowes"), Irwin Federman ("Federman"), Steven M. Krausz ("Krausz"), Dale J. Vogel ("Vogel"), and Phillip M. Young ("Young"). The foregoing entities and individuals are collectively referred to as the "Reporting Persons. PMG IV is the general partner of USVP IV, SV II and UEP II, and may be deemed to have shared power to vote and shared power to dispose of shares of the issuer directly owned by USVP IV, SV II and UEP II. Bowes, Federman, Krausz, Vogel and Young are general partners of PMG IV, and may be deemed to have shared power to vote and shared power to dispose of the shares of issuer directly owned by USVP IV, SV II and UEP II. ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: The address of the principal business office for each of the Reporting Persons is: U.S. Venture Partners 2180 Sand Hill Road, Suite 300 Menlo Park, CA 94025 ITEM 2(c) CITIZENSHIP: USVP IV, UEP II and PMG IV are Delaware Limited Partnerships, SV II is a Cayman Island Limited Partnership and Bowes, Federman, Krausz, Vogel and Young are United States citizens. ITEM 2(d). TITLE OF CLASS OF SECURITIES: Ordinary Stock ITEM 2(e). CUSIP NUMBER: CUSIP # M22465104 ITEM 3. Not Applicable Page 12 of 19 ITEM 4. OWNERSHIP: The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 1996: (a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person. (b) Percent of Class: See Row 11 of cover page for each Reporting Person. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. (ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. (iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. (iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. Page 13 of 19 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Under certain circumstances set forth in the limited partnership agreements of USVP IV, SV II, UEP II and PMG IV, the general and limited partners of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner. 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: Not applicable ITEM 9. NOTICE OF DISSOLUTION OF GROUP: Not applicable ITEM 10. CERTIFICATION: Not applicable Page 14 of 19 SIGNATURES 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. Dated: February 5, 1997 U.S. Venture Partners IV, L.P. /s/ Michael P. Maher By Presidio Management Group IV, L.P., ----------------------------------- Its General Partner Signature Michael P. Maher Chief Financial Officer/ Attorney-In-Fact Second Ventures II, L.P. /s/ Michael P. Maher By Presidio Management Group IV, L.P., ----------------------------------- Its General Partner Signature Michael P. Maher Chief Financial Officer/ Attorney-In-Fact U.S.V. Entrepreneur Partners II, L.P. /s/ Michael P. Maher By Presidio Management Group IV, L.P., ----------------------------------- Its General Partner Signature Michael P. Maher Chief Financial Officer/ Attorney-In-Fact BHMS Partners III, /s/ Michael P. Maher A California Limited Partnership ----------------------------------- Signature Michael P. Maher Chief Financial Officer/ Attorney-In-Fact William K. Bowes /s/ Michael P. Maher ----------------------------------- Michael P. Maher Attorney-In-Fact Page 15 of 19 Irwin Federman /s/ Michael P. Maher ----------------------------------- Michael P. Maher Attorney-In-Fact Steven M. Krausz /s/ Michael P. Maher ----------------------------------- Michael P. Maher Attorney-In-Fact Dale J. Vogel /s/ Michael P. Maher ----------------------------------- Michael P. Maher Attorney-In-Fact Phillip M. Young /s/ Michael P. Maher ----------------------------------- Michael P. Maher Attorney-In-Fact Page 16 of 19 EXHIBIT INDEX Found on Sequentially Exhibit Numbered Page Exhibit A: Agreement of Joint Filing 17 Exhibit B: Reference to Michael P. Maher as Attorney-in-Fact 19 Page 17 of 19 EXHIBIT A Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Check Point Software Technologies Ltd. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Date: February 5, 1997 U.S. Venture Partners IV, L.P. /s/ Michael P. Maher By Presidio Management Group IV, L.P., ----------------------------------- Its General Partner Signature Michael P. Maher Chief Financial Officer/ Attorney-In-Fact Second Ventures II, L.P. /s/ Michael P. Maher By Presidio Management Group IV, L.P., ----------------------------------- Its General Partner Signature Michael P. Maher Chief Financial Officer/ Attorney-In-Fact U.S.V. Entrepreneur Partners II, L.P. /s/ Michael P. Maher By Presidio Management Group IV, L.P., ----------------------------------- Its General Partner Signature Michael P. Maher Chief Financial Officer/ Attorney-In-Fact BHMS Partners III, /s/ Michael P. Maher A California Limited Partnership ----------------------------------- Signature Michael P. Maher Chief Financial Officer/ Attorney-In-Fact Page 18 of 19 Pages William K. Bowes /s/ Michael P. Maher ----------------------------------- Michael P. Maher Attorney-In-Fact Irwin Federman /s/ Michael P. Maher ----------------------------------- Michael P. Maher Attorney-In-Fact Steven M. Krausz /s/ Michael P. Maher ----------------------------------- Michael P. Maher Attorney-In-Fact Dale J. Vogel /s/ Michael P. Maher ----------------------------------- Michael P. Maher Attorney-In-Fact Phillip M. Young /s/ Michael P. Maher ----------------------------------- Michael P. Maher Attorney-In-Fact Page 19 of 19 Pages EXHIBIT B REFERENCE TO MICHAEL MAHER AS ATTORNEY-IN-FACT Michael P. Maher has signed the enclosed documents as Attorney-In-Fact. Note that copies of the applicable Power of Attorneys are already on file with the appropriate agencies.