UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
PAGAYA TECHNOLOGIES
LTD.
(Name of Issuer)
Class A Ordinary Shares, no par value
(Title Class of Securities)
M7S64L115
(CUSIP Number)
Ravi Singh
Oak HC/FT Management Company LLC
2200 Atlantic Street, Suite 300
Stamford, Connecticut 06902
203-717-1350
(Name, Address
and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*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).
CUSIP No. M7S64L115
| 1 | Name of Reporting Person: Oak HC/FT Partners II, L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See instructions) |
| (a) | ¨ |
| (b) | x |
| 3 | SEC Use Only |
| 4 | Source of Funds |
WC
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 | Citizenship or Place of Organization |
Delaware
NUMBER OF
|
7 | Sole Voting Power:
0 |
| 8 | Shared Voting Power:
65,676,104 | |
| 9 | Sole Dispositive Power:
0 | |
| 10 | Shared Dispositive Power:
65,676,104 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: |
65,676,104 Shares
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 | Percent of Class Represented by Amount in Row (11): |
12.4%1
| 14 | Type of Reporting Person: |
PN
1 Calculated on the basis of 530,408,828 shares of the Issuer’s Class A Ordinary Shares issued and outstanding on April 24, 2023 according to the Issuer’s Form 6-K filed on May 3, 2023.
CUSIP No. M7S64L115
| 1 | Name of Reporting Person: Oak HC/FT Associates II, LLC |
| 2 | Check the Appropriate Box if a Member of a Group (See instructions) |
| (a) | ¨ |
| (b) | x |
| 3 | SEC Use Only |
| 4 | Source of Funds |
OO
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 | Citizenship or Place of Organization |
Delaware
NUMBER OF
|
7 | Sole Voting Power:
0 |
| 8 | Shared Voting Power:
65,676,104 | |
| 9 | Sole Dispositive Power:
0 | |
| 10 | Shared Dispositive Power:
65,676,104 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: |
65,676,104 Shares
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 | Percent of Class Represented by Amount in Row (11): |
12.4%2
| 14 | Type of Reporting Person: |
IA
2 Calculated on the basis of 530,408,828 shares of the Issuer’s Class A Ordinary Shares issued and outstanding on April 24, 2023 according to the Issuer’s Form 6-K filed on May 3, 2023.
CUSIP No. M7S64L115
| 1 | Name of Reporting Person: Oak HC/FT Partners V, L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See instructions) |
| (a) | ¨ |
| (b) | x |
| 3 | SEC Use Only |
| 4 | Source of Funds |
WC
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 | Citizenship or Place of Organization |
Delaware
NUMBER OF
|
7 | Sole Voting Power:
0 |
| 8 | Shared Voting Power:
41,553,969 | |
| 9 | Sole Dispositive Power:
0 | |
| 10 | Shared Dispositive Power:
41,553,969 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: |
41,553,969 Shares
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 | Percent of Class Represented by Amount in Row (11): |
7.3%3
| 14 | Type of Reporting Person: |
PN
3 Calculated on the basis of (i) 530,408,828 shares of the Issuer’s Class A Ordinary Shares issued and outstanding on April 24, 2023 according to the Issuer’s Form 6-K filed on May 3, 2023 and (ii) 40,997,607 Class A Ordinary Shares Oak HC/FT Partners V, L.P. currently has the right to acquire.
CUSIP No. M7S64L115
| 1 | Name of Reporting Person: Oak HC/FT Partners V-A, L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See instructions) |
| (a) | ¨ |
| (b) | x |
| 3 | SEC Use Only |
| 4 | Source of Funds |
WC
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 | Citizenship or Place of Organization |
Delaware
NUMBER OF
|
7 | Sole Voting Power:
0 |
| 8 | Shared Voting Power:
10,079,867 | |
| 9 | Sole Dispositive Power:
0 | |
| 10 | Shared Dispositive Power:
10,079,867 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: |
10,079,867 Shares
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 | Percent of Class Represented by Amount in Row (11): |
1.9%4
| 14 | Type of Reporting Person: |
PN
4 Calculated on the basis of (i) 530,408,828 shares of the Issuer’s Class A Ordinary Shares issued and outstanding on April 24, 2023 according to the Issuer’s Form 6-K filed on May 3, 2023 and (ii) 9,944,808 Class A Ordinary Shares Oak HC/FT Partners V-A, L.P. currently has the right to acquire.
CUSIP No. M7S64L115
| 1 | Name of Reporting Person: Oak HC/FT Partners V-B, L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See instructions) |
| (a) | ¨ |
| (b) | x |
| 3 | SEC Use Only |
| 4 | Source of Funds |
WC
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 | Citizenship or Place of Organization |
Delaware
NUMBER OF
|
7 | Sole Voting Power:
0 |
| 8 | Shared Voting Power:
9,180,594 | |
| 9 | Sole Dispositive Power:
0 | |
| 10 | Shared Dispositive Power:
9,180,594 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: |
9,180,594 Shares
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 | Percent of Class Represented by Amount in Row (11): |
1.7%5
| 14 | Type of Reporting Person: |
PN
5 Calculated on the basis of (i) 530,408,828 shares of the Issuer’s Class A Ordinary Shares issued and outstanding on April 24, 2023 according to the Issuer’s Form 6-K filed on May 3, 2023 and (ii) 9,057,585 Class A Ordinary Shares Oak HC/FT Partners V-B, L.P. currently has the right to acquire.
CUSIP No. M7S64L115
| 1 | Name of Reporting Person: Oak HC/FT Associates V, L.P. |
| 2 | Check the Appropriate Box if a Member of a Group (See instructions) |
| (a) | ¨ |
| (b) | x |
| 3 | SEC Use Only |
| 4 | Source of Funds |
OO
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 | Citizenship or Place of Organization |
Delaware
NUMBER OF
|
7 | Sole Voting Power:
0 |
| 8 | Shared Voting Power:
60,814,430 | |
| 9 | Sole Dispositive Power:
0 | |
| 10 | Shared Dispositive Power:
60,814,430 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: |
60,814,430 Shares
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 | Percent of Class Represented by Amount in Row (11): |
10.3%6
| 14 | Type of Reporting Person: |
IA
6 Calculated on the basis of (i) 530,408,828 shares of the Issuer’s Class A Ordinary Shares issued and outstanding on April 24, 2023 according to the Issuer’s Form 6-K filed on May 3, 2023 and (ii) 60,000,000 Class A Ordinary Shares Oak HC/FT Associates V, L.P. currently has the right to acquire.
CUSIP No. M7S64L115
| 1 | Name of Reporting Person: Oak HC/FT GP V, LLC |
| 2 | Check the Appropriate Box if a Member of a Group (See instructions) |
| (a) | ¨ |
| (b) | x |
| 3 | SEC Use Only |
| 4 | Source of Funds |
OO
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 | Citizenship or Place of Organization |
Delaware
NUMBER OF
|
7 | Sole Voting Power:
0 |
| 8 | Shared Voting Power:
60,814,430 | |
| 9 | Sole Dispositive Power:
0 | |
| 10 | Shared Dispositive Power:
60,814,430 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: |
60,814,430 Shares
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 | Percent of Class Represented by Amount in Row (11): |
10.3%7
| 14 | Type of Reporting Person: |
HC
7 Calculated on the basis of (i) 530,408,828 shares of the Issuer’s Class A Ordinary Shares issued and outstanding on April 24, 2023 according to the Issuer’s Form 6-K filed on May 3, 2023 and (ii) 60,000,000 Class A Ordinary Shares Oak HC/FT GP V, LLC currently has the right to acquire.
CUSIP No. M7S64L115
| 1 | Name of Reporting Person: Ann H. Lamont |
| 2 | Check the Appropriate Box if a Member of a Group (See instructions) |
| (a) | ¨ |
| (b) | x |
| 3 | SEC Use Only |
| 4 | Source of Funds |
AF
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 | Citizenship or Place of Organization |
United States
NUMBER OF
|
7 | Sole Voting Power:
0 |
| 8 | Shared Voting Power:
126,490,534 | |
| 9 | Sole Dispositive Power:
0 | |
| 10 | Shared Dispositive Power:
126,490,534 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: |
126,490,534 Shares
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 | Percent of Class Represented by Amount in Row (11): |
21.4%8
| 14 | Type of Reporting Person: |
IN
8 Calculated on the basis of (i) 530,408,828 shares of the Issuer’s Class A Ordinary Shares issued and outstanding on April 24, 2023 according to the Issuer’s Form 6-K filed on May 3, 2023 and (ii) 60,000,000 Class A Ordinary Shares Ann H. Lamont currently has the right to acquire.
CUSIP No. M7S64L115
| 1 | Name of Reporting Person: Andrew W. Adams |
| 2 | Check the Appropriate Box if a Member of a Group (See instructions) |
| (a) | ¨ |
| (b) | x |
| 3 | SEC Use Only |
| 4 | Source of Funds |
AF
| 5 | Check box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨ |
| 6 | Citizenship or Place of Organization |
United States
NUMBER OF
|
7 | Sole Voting Power:
0 |
| 8 | Shared Voting Power:
126,490,534 | |
| 9 | Sole Dispositive Power:
0 | |
| 10 | Shared Dispositive Power:
126,490,534 |
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person: |
126,490,534 Shares
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨ |
| 13 | Percent of Class Represented by Amount in Row (11): |
21.4%9
| 14 | Type of Reporting Person: |
IN
9 Calculated on the basis of (i) 530,408,828 shares of the Issuer’s Class A Ordinary Shares issued and outstanding on April 24, 2023 according to the Issuer’s Form 6-K filed on May 3, 2023 and (ii) 60,000,000 Class A Ordinary Shares Andrew W. Adams currently has the right to acquire.
| Item 1. | Security and Issuer |
This Amendment No. 3 (“Amendment No. 3”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission on July 5, 2022, as amended by Amendment No. 1 on January 6, 2023 and Amendment No. 2 on May 30, 2023. This Amendment No. 3 relates to the Class A ordinary shares, no par value (the “Ordinary Shares”), of Pagaya Technologies Ltd., a company organized under the laws of the State of Israel (the “Issuer”), with its principal executive offices located at Azrieli Sarona Bldg, 54th Floor, 121 Derech Menachem Begin, Tel Aviv, Israel.
| Item 2. | Identity and Background |
(a) This Amendment No. 3 is filed by (i) Oak HC/FT Partners II, L.P., a Delaware limited partnership (“Fund II”), (ii) Oak HC/FT Associates II, LLC, a Delaware limited liability company (the “Fund II General Partner” and together with Fund II, the “Fund II Reporting Persons”), (iii) Oak HC/FT Partners V, L.P., a Delaware limited partnership (“Fund V”), (iv) Oak HC/FT Partners V-A, L.P., a Delaware limited partnership (“Fund V-A”), (v) Oak HC/FT Partners V-B, L.P., a Delaware limited partnership (“Fund V-B” and together with Fund V, Fund V-A and Fund II, the “Funds”), (vi) Oak HC/FT Associates V, L.P., a Delaware limited partnership (the “Fund V General Partner” and together with the Fund II General Partner, the “General Partners”); (vii) Oak HC/FT GP V, LLC, a Delaware limited liability company (the “Fund V General Partner GP” and, together with Fund V, Fund V-A, Fund V-B and the Fund V General Partner, the “Fund V Reporting Persons) (viii) Ann H. Lamont (“Lamont”) and (ix) Andrew W. Adams (“Adams”) (all together, the “Reporting Persons”). The Fund II General Partner is the general partner of Fund II, as a result of which the Fund II General Partner may be deemed to share beneficial ownership over the securities reported in this Amendment No. 3 as beneficially owned by Fund II. The Fund V General Partner is the general partner of each of Fund V, Fund V-A and Fund V-B, as a result of which the Fund V General Partner may be deemed to share beneficial ownership over the securities reported in this Amendment No. 3 as beneficially owned by each of Fund V, Fund V-A and Fund V-B. The Fund V General Partner GP is the general partner of the Fund V General Partner, as a result of which the Fund V General Partner GP may be deemed to share beneficial ownership over the securities reported in this Amendment No. 3 as beneficially owned by each of Fund V, Fund V-A and Fund V-B. The control persons and investment committee members of the Fund II General Partner and the Fund V General Partner GP are Lamont and Adams, as a result of which Lamont and Adams may be deemed to share beneficial ownership over the securities reported in this Amendment No. 3 as beneficially owned by the Funds. Each General Partner, the Fund V General Partner GP, Lamont and Adams disclaims any beneficial ownership of the securities reported in this Amendment No. 3 except to the extent of its pecuniary interest therein.
(b) The address of the principal office and principal place of business of each of the Reporting Persons referenced in Item 2(a) is c/o 2200 Atlantic Street, Suite 300, Stamford, Connecticut 06902.
(c) Each Fund is a private investment vehicle that directly holds its respective Ordinary Shares reported in this Amendment No. 3. Lamont and Adams are Executive Managing Members of Oak HC/FT Management Company LLC, an affiliate of each General Partner and the Fund V General Partner GP.
(d) – (e). During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, United States federal or state securities laws or finding any violation with respect to such laws.
(f) Each of the individuals referenced in Item 2(a) above is a citizen of the United States of America.
| Item 5. | Interest in the Securities of the Issuer. |
(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Amendment No. 3 are incorporated herein by reference. Such information is based upon a total of 530,408,828 shares of the Issuer’s Class A Ordinary Shares issued and outstanding on April 24, 2023 according to the Issuer’s Form 6-K filed on May 3, 2023.
Based upon the affiliations between the Reporting Persons, the Reporting Persons may be deemed to constitute a group for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. Such group may be deemed to be the beneficial owner of 126,490,534 Ordinary Shares, or 21.42% of the Ordinary Shares outstanding.
The power to vote or direct the vote or to dispose or direct the disposition of the Ordinary Shares of the Funds reported herein is shared among each Fund and its General Partner. The control persons and investment committee members of the Fund II General Partner and the Fund V General Partner GP are Lamont and Adams.
(c) Except as disclosed in Item 4, no Reporting Person has effected any transaction in the Ordinary Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
| Item 7. | Material to Be Filed as Exhibits. |
Exhibit A Joint Filing Agreement among Oak HC/FT Partners II, L.P., Oak HC/FT Associates II, LLC, Oak HC/FT Partners V, L.P., Oak HC/FT Partners V-A, L.P., Oak HC/FT Partners V-B, L.P., Oak HC/FT Associates V, LLC, Oak HC/FT GP V, LLC, Ann H. Lamont and Andrew W. Adams.
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.
| Date: July 20, 2023 | OAK HC/FT PARTNERS II, L.P. | |
| By: | Oak HC/FT Associates II, LLC | |
| its General Partner | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Managing Member | ||
| OAK HC/FT ASSOCIATES II, LLC | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Managing Member | ||
| OAK HC/FT PARTNERS V, L.P. | ||
| By: | Oak HC/FT Associates V, L.P. | |
| its General Partner | ||
| By: | Oak HC/FT GP V, LLC | |
| its General Partner | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Director | ||
| OAK HC/FT PARTNERS V-A, L.P. | ||
| By: | Oak HC/FT Associates V, L.P. | |
| its General Partner | ||
| By: | Oak HC/FT GP V, LLC | |
| its General Partner | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Director | ||
| OAK HC/FT PARTNERS V-B, L.P. | ||
| By: | Oak HC/FT Associates V, L.P. | |
| its General Partner | ||
| By: | Oak HC/FT GP V, LLC | |
| its General Partner | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Director | ||
| OAK HC/FT ASSOCIATES V, L.P. | ||
| By: | Oak HC/FT GP V, LLC | |
| its General Partner | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Director | ||
| OAK HC/FT GP V, LLC | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Director | ||
| ANN H. LAMONT | ||
| /s/ Ann H. Lamont | ||
| ANDREW W. ADAMS | ||
| /s/ Andrew W. Adams | ||
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D, dated July 20, 2023, with respect to the Class A Ordinary Shares of Pagaya Technologies Ltd. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. Each of the undersigned agrees to be responsible for the timely filing of this Statement, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 20th day of July, 2023.
| OAK HC/FT PARTNERS II, L.P. | ||
| By: | Oak HC/FT Associates II, LLC | |
| its General Partner | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Managing Member | ||
| OAK HC/FT ASSOCIATES II, LLC | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Managing Member | ||
| OAK HC/FT PARTNERS V, L.P. | ||
| By: | Oak HC/FT Associates V, L.P. | |
| its General Partner | ||
| By: | Oak HC/FT GP V, LLC | |
| its General Partner | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Director | ||
| OAK HC/FT PARTNERS V-A, L.P. | ||
| By: | Oak HC/FT Associates V, L.P. | |
| its General Partner | ||
| By: | Oak HC/FT GP V, LLC | |
| its General Partner | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Director | ||
| OAK HC/FT PARTNERS V-B, L.P. | ||
| By: | Oak HC/FT Associates V, L.P. | |
| its General Partner | ||
| By: | Oak HC/FT GP V, LLC | |
| its General Partner | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Director | ||
| OAK HC/FT ASSOCIATES V, L.P. | ||
| By: | Oak HC/FT GP V, LLC | |
| its General Partner | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Director | ||
| OAK HC/FT GP V, LLC | ||
| By: | /s/ Ann H. Lamont | |
| Name: Ann H. Lamont | ||
| Title: Director | ||
| ANN H. LAMONT | ||
| /s/ Ann H. Lamont | ||
| ANDREW W. ADAMS | ||
| /s/ Andrew W. Adams | ||