CHECK POINT SOFTWARE TECHNOLOGIES LTD — Major Shareholding Notification 1998

Feb 17, 1998

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Check Point Software Technologies, Ltd. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 333-4946 -------------- (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 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. 333-4946 13G Page 2 of 14 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 444,181 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 444,181 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 444,181 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.3% 12 TYPE OF REPORTING PERSON PN SEE INSTRUCTION BEFORE FILLING OUT! Page 2 of 14 pages CUSIP No. 333-4946 13G Page 3 of 14 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 98,829 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 98,829 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 98,829 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3% 12 TYPE OF REPORTING PERSON PN SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 14 pages CUSIP No. 333-4946 13G Page 4 of 14 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark W. Bailey ###-##-#### 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 543,010 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 543,010 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 543,010 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.6% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 14 pages CUSIP No. 333-4946 13G Page 5 of 14 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 70,401 6 SHARED VOTING POWER 543,010 7 SOLE DISPOSITIVE POWER 70,401 8 SHARED DISPOSITIVE POWER 543,010 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 613,411 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 5 of 14 pages CUSIP No. 333-4946 13G Page 6 of 14 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 70,696 6 SHARED VOTING POWER 543,010 7 SOLE DISPOSITIVE POWER 70,696 8 SHARED DISPOSITIVE POWER 543,010 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 613,706 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 6 of 14 pages CUSIP No. 333-4946 13G Page 7 of 14 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 72,528 6 SHARED VOTING POWER 543,010 7 SOLE DISPOSITIVE POWER 72,528 8 SHARED DISPOSITIVE POWER 543,010 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 615,538 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 7 of 14 pages CUSIP No. 333-4946 13G Page 8 of 14 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 80,486 6 SHARED VOTING POWER 543,010 7 SOLE DISPOSITIVE POWER 80,486 8 SHARED DISPOSITIVE POWER 543,010 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 623,496 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 8 of 14 pages CUSIP No. 333-4946 13G Page 9 of 14 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 30,360 6 SHARED VOTING POWER 543,010 7 SOLE DISPOSITIVE POWER 30,360 8 SHARED DISPOSITIVE POWER 543,010 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 573,370 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.7% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 9 of 14 pages CUSIP No. 333-4946 13G Page 10 of 14 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 548,644 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 548,644 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 548,644 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.7% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 10 of 14 pages CUSIP No. 333-4946 13G Page 11 of 14 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. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 626,566 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 626,566 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 626,566 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.9% 12 TYPE OF REPORTING PERSON IN SEE INSTRUCTION BEFORE FILLING OUT! Page 11 of 14 pages Introduction: This Amendment No. 1 amends a Statement on Schedule 13G (the "Schedule") filed with the Securities and Exchange Commission on February 14, 1997 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, Mark W. Bailey, Anthony B. Evnin, David R. Hathaway, Patrick F. Latterell, Ted H. McCourtney, Kimberley A. Rummelsburg and Anthony Sun in respect of shares of Common Stock of Check Point Software Technologies, Ltd. The Schedule is amended as follows: 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, CA 94063 Item 2(a) Name of Person Filing Venrock Associates ("Venrock") Venrock Associates II, L.P. ("Venrock II") Mark W. Bailey 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. Mark W. Bailey, 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 333-4946 Item 3 Not applicable. Item 4 Ownership (a) and (b) Venrock beneficially owns 444,181 shares or 1.3% of the outstanding shares of common stock. Venrock II beneficially owns 98,829 shares or 0.3% of the outstanding shares of common stock. Page 12 of 14 Pages Mark W. Bailey beneficially owns 543,010 shares or 0.2% of the outstanding shares of common stock. Anthony B. Evnin beneficially owns 613,411 shares or 1.9% of the outstanding shares of common stock. David R. Hathaway beneficially owns 613,706 shares or 1.9% of the outstanding shares of common stock. Patrick F. Latterell beneficially owns 615,538 shares or 1.9% of the outstanding shares of common stock. Ted H. McCourtney beneficially owns 623,496 shares or 1.9% of the outstanding shares of common stock. Ray A. Rothrock beneficially owns 573,370 shares or 1.7% of the outstanding shares of common stock. Kimberley A. Rummelsburg beneficially owns 548,644 shares or 1.7% of the outstanding shares of common stock. Anthony Sun beneficially owns 626,566 shares or 1.9% of the outstanding shares of common stock. (c) Mark W. Bailey has sole voting and dispositive power over no shares of common stock. Mark W. Bailey has shared voting and dispositive power over 543,010 shares of common stock. Anthony B. Evnin has sole voting and dispositive power over 70,401 shares of common stock. Anthony B. Evnin has shared voting and dispositive power over 543,010 shares of common stock. David R. Hathaway has sole voting and dispositive power over 70,696 shares of common stock. David R. Hathaway has shared voting and dispositive power over 543,010 shares of common stock. Patrick F. Latterell has sole voting and dispositive power over 72,528 shares of common stock. Patrick F. Latterell has shared voting and dispositive power over 543,010 shares of common stock. Ted H. McCourtney has sole voting and dispositive power over 80,486 shares of common stock. Ted H. McCourtney has shared voting and dispositive power over 543,010 shares of common stock. Ray A. Rothrock has sole voting and dispositive power over 30,360 shares of common stock. Ray A. Rothrock has shared voting and dispositive power over 543,010 shares of common stock. Kimberley A. Rummelsburg has sole voting and dispositive power over no shares of common stock. Kimberley A. Rummelsburg has shared voting and dispositive power over 548,644 shares of common stock. Anthony Sun has sole voting and dispositive power over no shares of common stock. Anthony Sun has shared voting and dispositive power over 626,566 shares of common stock. Item 5 Ownership of Five Percent or Less of a Class This Amendment No. 1 to the Schedule is being filed to report the fact that each of the reporting persons has ceased to be the beneficial owner of more than five percent of the outstanding shares of common stock. Item 6 Ownership of More than Five Percent on Behalf of Another Person No person, other than the General Partners of Venrock and Venrock II, 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 14 Pages 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. February 13, 1998 VENROCK ASSOCIATES By: /s/ Ted H. McCourtney -------------------------- Ted H. McCourtney General Partner February 13, 1998 VENROCK ASSOCIATES II, L.P. By: /s/ Ted H. McCourtney -------------------------- Ted H. McCourtney General Partner February 13, 1998 GENERAL PARTNERS /s/ Mark W. Bailey ----------------------------- Mark W. Bailey /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 Page 14 of 14 Pages