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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G/A
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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FIVERR INTERNATIONAL LTD. (Name of Issuer) |
Ordinary Shares, No Par Value (Title of Class of Securities) |
M4R82T106 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| CUSIP No. | M4R82T106 |
| 1 |
Names of Reporting Persons
JONATHAN KOLBER |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: | 5
Sole Voting Power:
2,088,143.00 6
Shared Voting Power:
0.00 7
Sole Dispositive Power:
2,088,143.00 8
Shared Dispositive Power:
0.00 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,088,143.00 |
| 10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☐ |
| 11 |
Percent of class represented by amount in row (9)
5.82 % |
| 12 |
Type of Reporting Person (See Instructions)
IN |
| Item 1. | ||
| (a) |
Name of issuer:
FIVERR INTERNATIONAL LTD. | |
| (b) |
Address of issuer's principal executive offices:
8 Eliezer Kaplan St., Tel Aviv 6473409, Israel | |
| Item 2. | ||
| (a) |
Name of person filing:
Jonathan Kolber | |
| (b) |
Address or principal business office or, if none, residence:
The principal address of Jonathan Kolber is 15 Ha'Sadot Rd, Kfar Shmaryahu, Israel | |
| (c) |
Citizenship:
Israel | |
| (d) |
Title of class of securities:
Ordinary Shares, No Par Value | |
| (e) |
CUSIP No.:
M4R82T106 | |
| 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) | ☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) |
Amount beneficially owned:
2,088,143 Ordinary Shares
As of June 30, 2025, (i) 264,366 Ordinary Shares were held by Jonathan Kolber, (ii) 1,639,665 Ordinary Shares were held by Anfield Ltd., over which Jonathan Kolber has sole voting power, and (iii) 184,112 Ordinary Shares were held by Artemis Asset Holding Limited, on behalf of the Jonathan Kolber Bare Trust, of which Jonathan Kolber is the sole beneficiary. Jonathan Kolber beneficially owns all of the 2,088,143 Ordinary Shares. | |
| (b) |
Percent of class:
5.82%
The percentage of beneficial ownership is calculated based on 35,844,114 ordinary shares issued and outstanding as of December 31, 2024, as disclosed in the Issuer's annual report on Form 20-F filed with the SEC on February 19, 2025. %
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| (c) |
Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote:
2,088,143 | ||
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(ii) Shared power to vote or to direct the vote:
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(iii) Sole power to dispose or to direct the disposition of:
2,088,143 | ||
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(iv) Shared power to dispose or to direct the disposition of:
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The controlled companies that acquired the Ordinary Shares are identified in Exhibit 1. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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JONATHAN KOLBER |
| Signature: | /s/ Jonathan Kolber | |
| Name/Title: | Jonathan Kolber | |
| Date: | 07/24/2025 |
| Exhibit Information: Exhibit 1 - Controlled Companies |
EXHIBIT 1
CONTROLLED COMPANIES
| NAME OF CONTROLLED COMPANY | JURISDICTION OF INCORPORATION | CATEGORY | ||
| Anfield Ltd. | ISRAEL | CO | ||
| Artemis Asset Holding Limited | CAYMAN ISLANDS | CO |