Taboola.com Ltd. — Major Shareholding Notification 2023

Feb 7, 2023

SC 13G/A 1 a2329129.htm SC 13G/A Licensed to: Z-K Global Document created using Broadridge PROfile 23.1.1.5115 Copyright 1995 - 2023 Broadridge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Taboola.com Ltd.

(Name of Issuer)

Ordinary Shares, No Par Value

(Title of Class of Securities)

M8744T106

(CUSIP Number)

Dan Tocatly,

47 David Hamelech Blvd.

Tel Aviv, 6423715

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2022

(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 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).

PROfilePageNumberReset%Num%2%Page % of 6 Pages%

CUSIP No. M8744T106 13G Page 2 of 6 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Dan Tocatly
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	SOLE VOTING POWER 4,387,513
6.	SHARED VOTING POWER 15,690,593*
7.	SOLE DISPOSITIVE POWER 4,387,513
8.	SHARED DISPOSITIVE POWER 15,690,593

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,078,106
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.93%**
12.	TYPE OF REPORTING PERSON (see instructions) IN

• These reflect holdings of the Shaka Trust, in which Dan Tocatly is the Grantor and ultimate beneficial owner.

** The denominator is based on 253,330,478 Ordinary Shares as of November 21, 2022, as noted in the proxy statement issued by the Issuer on November 28, 2022.

Page 2 of 6 Pages

PROfilePageNumberReset%Num%3%Page % of 5 Pages%

Item 1.

(a)	Name of Issuer Taboola.com Ltd.
(b)	Address of Issuer’s Principal Executive Offices 16 Madison Square West 7 th Floor New York, NY 10010

Item 2.

(a)	Name of Person Filing Dan Tocatly
(b)	Address of the Principal Office or, if none, residence 47 David Hamelech Blvd., Tel Aviv, 6423715, Israel
(c)	Citizenship Israeli
(d)	Title of Class of Securities Ordinary Shares, no par value
(e)	CUSIP Number M8744T106

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)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Page 3 of 6 Pages

PROfilePageNumberReset%Num%1%Page % of 6 Pages%

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned: 20,078,106
(b)	Percent of class: 7.93%
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote 4,387,513
	(ii)	Shared power to vote or to direct the vote 15,690,593
	(iii)	Sole power to dispose or to direct the disposition of 4,387,513
	(iv)	Shared power to dispose or to direct the disposition of 15,690,593

Instruction . For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

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 ☐.

Not Applicable

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.

Not Applicable

Item 8. Identification and Classification of Members of the Group.

Not Applicable

Item 9. Notice of Dissolution of Group.

Not Applicable

Page 4 of 6 Pages

Item 10. Certification.

(a)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
(b)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
	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.

Page 5 of 6 Pages

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 7, 2023
Date
/s/ Dan Tocatly
Signature
Dan Tocatly
Name/Title

Page 6 of 6 Pages