UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _)*
CYBERARK SOFTWARE LTD.
-------------------------------------------------------------------------------
(Name of Issuer)
Ordinary Shares, par value NIS 0.01
-------------------------------------------------------------------------------
(Title of Class of Securities)
M2682V108
--------------------------------------------
(CUSIP Number)
December 31, 2014
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(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)
[X] 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
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).
Page 1 of 29
-----------------------
CUSIP No. M2682V108 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
THE GOLDMAN SACHS GROUP, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,726,317
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,726,317
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,726,317
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
18.8 %
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12. Type of Reporting Person
HC-CO
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Page 2 of 29
-----------------------
CUSIP No. M2682V108 13G
-----------------------
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
GOLDMAN, SACHS & CO.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
New York
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
5,726,317
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
5,726,317
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
5,726,317
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
18.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
BD-PN-IA
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Page 3 of 29
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CUSIP No. M2682V108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2011, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
264,231
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
264,231
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
264,231
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.9 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
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Page 4 of 29
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CUSIP No. M2682V108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2011 ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
264,231
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
264,231
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
264,231
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.9 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 5 of 29
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CUSIP No. M2682V108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2011 HOLDINGS, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
343,586
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
343,586
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
343,586
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 6 of 29
-----------------------
CUSIP No. M2682V108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2011 OFFSHORE, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
79,355
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
79,355
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
79,355
------------------------------------------------------------------------------
10. Check 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
------------------------------------------------------------------------------
Page 7 of 29
-----------------------
CUSIP No. M2682V108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
MBD 2011 OFFSHORE ADVISORS, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
343,586
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
343,586
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
343,586
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.1 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
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Page 8 of 29
-----------------------
CUSIP No. M2682V108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2011, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
557,151
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
557,151
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
557,151
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 9 of 29
-----------------------
CUSIP No. M2682V108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2011 ADVISORS, L.L.C.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Delaware
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
557,151
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
557,151
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
557,151
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
1.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
OO
------------------------------------------------------------------------------
Page 10 of 29
-----------------------
CUSIP No. M2682V108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2011 OFFSHORE, L.P.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
244,530
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
244,530
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
244,530
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
PN
------------------------------------------------------------------------------
Page 11 of 29
-----------------------
CUSIP No. M2682V108 13G
-----------------------
------------------------------------------------------------------------------
1. Name of Reporting Person
I.R.S. Identification No. of above Person
BRIDGE STREET 2011 OFFSHORE ADVISORS, INC.
------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
------------------------------------------------------------------------------
3. SEC Use Only
------------------------------------------------------------------------------
4. Citizenship or Place of Organization
Cayman Islands
------------------------------------------------------------------------------
5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
244,530
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
244,530
------------------------------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
244,530
------------------------------------------------------------------------------
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
------------------------------------------------------------------------------
11. Percent of Class Represented by Amount in Row (9)
0.8 %
------------------------------------------------------------------------------
12. Type of Reporting Person
CO
------------------------------------------------------------------------------
Page 12 of 29
Item 1(a). Name of Issuer:
CYBERARK SOFTWARE LTD.
Item 1(b). Address of Issuer's Principal Executive Offices:
94 Em-Ha'moshavot Road
Park Azorim, P.O. Box 3143
Petach Tikva, 4970602, Israel
Item 2(a). Name of Persons Filing:
THE GOLDMAN SACHS GROUP, INC.
GOLDMAN, SACHS & CO.
MBD 2011, L.P.
MBD 2011 ADVISORS, L.L.C.
MBD 2011 HOLDINGS, L.P.
MBD 2011 OFFSHORE, L.P.
MBD 2011 OFFSHORE ADVISORS, INC.
BRIDGE STREET 2011, L.P.
BRIDGE STREET 2011 ADVISORS, L.L.C.
BRIDGE STREET 2011 OFFSHORE, L.P.
BRIDGE STREET 2011 OFFSHORE ADVISORS, INC.
Item 2(b). Address of Principal Business Office or, if none, Residence:
THE GOLDMAN SACHS GROUP, INC.,
GOLDMAN, SACHS & CO.,
MBD 2011, L.P.,
MBD 2011 ADVISORS, L.L.C.,
MBD 2011 HOLDINGS, L.P.,
MBD 2011 OFFSHORE, L.P.,
MBD 2011 OFFSHORE ADVISORS, INC.,
BRIDGE STREET 2011, L.P.,
BRIDGE STREET 2011 ADVISORS, L.L.C.,
BRIDGE STREET 2011 OFFSHORE, L.P.,
BRIDGE STREET 2011 OFFSHORE ADVISORS, INC.
200 West Street
New York, NY 10282
Item 2(c). Citizenship:
THE GOLDMAN SACHS GROUP, INC. - Delaware
GOLDMAN, SACHS & CO. - New York
MBD 2011, L.P. - Delaware
MBD 2011 ADVISORS, L.L.C. - Delaware
MBD 2011 HOLDINGS, L.P. - Cayman Islands
MBD 2011 OFFSHORE, L.P. - Cayman Islands
MBD 2011 OFFSHORE ADVISORS, INC. - Cayman Islands
BRIDGE STREET 2011, L.P. - Delaware
BRIDGE STREET 2011 ADVISORS, L.L.C. - Delaware
BRIDGE STREET 2011 OFFSHORE, L.P. - Cayman Islands
BRIDGE STREET 2011 OFFSHORE ADVISORS, INC. - Cayman Islands
Item 2(d). Title of Class of Securities:
Ordinary Shares, par value NIS 0.01
Item 2(e). CUSIP Number:
M2682V108
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
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
Rule 13d-1(b)(1)(ii)(E);
(f).[ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[ ] A savings association 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
Rule 13d-1(b)(1)(ii)(J);
(k).[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If filing as a non-US institution in accordance with Rule 13d-1(b)
(1)(ii)(J), please specify the type of institution:
Page 13 of 29
Item 4. Ownership.*
(a). Amount beneficially owned:
See the response(s) to Item 9 on the attached cover page(s).
(b). Percent of Class:
See the response(s)to Item 11 on the attached cover page(s).
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: See the
response(s) to Item 5 on the attached cover page(s).
(ii). Shared power to vote or to direct the vote: See the
response(s) to Item 6 on the attached cover page(s).
(iii). Sole power to dispose or to direct the disposition
of: See the response(s) to Item 7 on the attached
cover page(s).
(iv). Shared power to dispose or to direct the disposition
of: See the response(s) to Item 8 on the attached
cover page(s).
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.
Clients of the Reporting Person(s) have or may have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, securities
held in their accounts. Clients known to have such right or
power with respect to more than 5% of the class of
securities to which this report relates are:
NONE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
See Exhibit (99.2)
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
--------------------------
*In accordance with the Securities and Exchange Commission Release No.
34-39538 (January 12, 1998) (the "Release"), this filing reflects the
securities beneficially owned by certain operating units (collectively, the
"Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and its
subsidiaries and affiliates (collectively, "GSG"). This filing does not
reflect securities, if any, beneficially owned by any operating units of GSG
whose ownership of securities is disaggregated from that of the Goldman Sachs
Reporting Units in accordance with the Release. The Goldman Sachs Reporting
Units disclaim beneficial ownership of the securities beneficially owned by
(i) any client accounts with respect to which the Goldman Sachs Reporting
Units or their employees have voting or investment discretion or both, or
with respect to which there are limits on their voting or investment
authority or both and (ii) certain investment entities of which the Goldman
Sachs Reporting Units act as the general partner, managing general partner
or other manager, to the extent interests in such entities are held by persons
other than the Goldman Sachs Reporting Units.
Page 14 of 29
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: February 17, 2015
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
MBD 2011, L.P.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
MBD 2011 ADVISORS, L.L.C.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
MBD 2011 HOLDINGS, L.P.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
MBD 2011 OFFSHORE, L.P.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
MBD 2011 OFFSHORE ADVISORS, INC.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
BRIDGE STREET 2011, L.P.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
BRIDGE STREET 2011 ADVISORS, L.L.C.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
BRIDGE STREET 2011 OFFSHORE, L.P.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
BRIDGE STREET 2011 OFFSHORE ADVISORS, INC.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
Page 15 of 29
INDEX TO EXHIBITS
Exhibit No. Exhibit
----------- -------
99.1 Joint Filing Agreement
99.2 Item 7 Information
99.3 Power of Attorney, relating to
THE GOLDMAN SACHS GROUP, INC.
99.4 Power of Attorney, relating to
GOLDMAN, SACHS & CO.
99.5 Power of Attorney, relating to
MBD 2011, L.P.
99.6 Power of Attorney, relating to
MBD 2011 ADVISORS, L.L.C.
99.7 Power of Attorney, relating to
MBD 2011 HOLDINGS, L.P.
99.8 Power of Attorney, relating to
MBD 2011 OFFSHORE, L.P.
99.9 Power of Attorney, relating to
MBD 2011 OFFSHORE ADVISORS, INC.
99.10 Power of Attorney, relating to
BRIDGE STREET 2011, L.P.
99.11 Power of Attorney, relating to
BRIDGE STREET 2011 ADVISORS, L.L.C.
99.12 Power of Attorney, relating to
BRIDGE STREET 2011 OFFSHORE, L.P.
99.13 Power of Attorney, relating to
BRIDGE STREET 2011 OFFSHORE ADVISORS, INC.
Page 16 of 29
EXHIBIT (99.1)
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a Statement
on Schedule 13G (including any and all amendments thereto) with respect to the
Ordinary Shares, par value NIS 0.01, of CYBERARK SOFTWARE LTD.
and further agree to the filing of this agreement as an Exhibit thereto.
In addition, each party to this Agreement expressly authorizes each other party
to this Agreement to file on its behalf any and all amendments to such
Statement on Schedule 13G.
Date: February 17, 2015
THE GOLDMAN SACHS GROUP, INC.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
GOLDMAN, SACHS & CO.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
MBD 2011, L.P.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
MBD 2011 ADVISORS, L.L.C.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
MBD 2011 HOLDINGS, L.P.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
MBD 2011 OFFSHORE, L.P.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
MBD 2011 OFFSHORE ADVISORS, INC.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
BRIDGE STREET 2011, L.P.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
BRIDGE STREET 2011 ADVISORS, L.L.C.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
BRIDGE STREET 2011 OFFSHORE, L.P.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
BRIDGE STREET 2011 OFFSHORE ADVISORS, INC.
By:/s/ Priya Iyer
----------------------------------------
Name: Priya Iyer
Title: Attorney-in-fact
Page 17 of 29
EXHIBIT (99.2)
ITEM 7 INFORMATION
The securities being reported on by The GOLDMAN SACHS GROUP, INC.
("GS Group"), as a parent holding company, are owned by MBD 2011 Holdings, L.P.,
MBD 2011, L.P., MBD 2011 Offshore, L.P., MBD 2011 Advisors, L.L.C., MBD 2011
Offshore Advisors, Inc., Bridge Street 2011, L.P., Bridge Street 2011 Advisors,
L.L.C., Bridge Street 2011 Offshore, L.P. and Bridge Street 2011 Offshore
Advisors, Inc.(collectively, the "GS Investing Entities"), or are owned, or
may be deemed to be beneficially owned, by Goldman, Sachs & Co. ("Goldman
Sachs"), a broker or dealer registered under Section 15 of the Act and an
investment adviser registered under Section 203 of the Investment Advisers Act
of 1940. Affiliates of GS Group and Goldman Sachs are the general partner,
managing limited partner or managing partner of the GS Investing Entities.
Goldman Sachs serves as the investment manager of certain of the GS Investing
Entities and is a wholly owned subsidiary of GS Group.
Page 18 of 29
EXHIBIT (99.3)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca, Jeremy
Kahn and Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or
one of its affiliates designated in writing by one of the attorneys-in-fact),
acting individually, its true and lawful attorney, to execute and deliver in
its name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by the
Company under the Act, giving and granting unto each said attorney-in-fact
power and authority to act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of its
authorized signatories, hereby ratifying and confirming all that said attorney-
in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The
Company has the unrestricted right to unilaterally revoke this Power of
Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Executive Vice President and
General Counsel
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of THE GOLDMAN SACHS GROUP, INC. (the "Company") , pursuant
to that Power of Attorney dated November 27, 2012 (the "POA"), does hereby
designate Priya Iyer, employee of the Company, as additional attorney-in-fact,
with the same authority to act as provided to the undersigned and the other
attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 19 of 29
EXHIBIT (99.4)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn and
Brian Bae (and any other employee of The Goldman Sachs Group, Inc. or one of
its affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its name
and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by the
Company under the Securities Exchange Act of 1934, (as amended, the "Act"),
with respect to securities which may be deemed to be beneficially owned by
the Company under the Act, giving and granting unto each said attorney-in-
fact power and authorityto act in the premises as fully and to all intents and
purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates. The
Company has the unrestricted right to unilaterally revoke this Power of
Attorney.
This Power of Attorney shall be governed by, and construed in accordance with,
the laws of the State of New York, without regard to rules of conflicts of law.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
November 27, 2012.
GOLDMAN, SACHS & CO.
By: /s/ Gregory K. Palm
____________________________
Name: Gregory K. Palm
Title: Managing Director
DESIGNATION OF ADDITIONAL ATTORNEY-IN-FACT
KNOW ALL PERSONS BY THESE PRESENTS that Jeremy Kahn, a duly appointed
attorney-in-fact of GOLDMAN, SACHS & CO (the "Company") , pursuant to
that Power of Attorney dated November 27, 2012 (the "POA"), does hereby
designate Priya Iyer, an employee of the Company, as an additional
attorney-in-fact, with the same authority to act as provided to the
undersigned and the other attorneys-in-fact named in the POA.
This Designation of Additional Attorney-in-Fact (this "Designation") shall
not affect the continued power of the undersigned or the other named
attorneys-in-fact to act under the POA to the full extent permitted thereby.
This Designation shall remain in full force and effect until either it or the
POA is revoked in writing by the Company, or until such time as the person
or persons to whom power of attorney has been hereby granted cease(s) to be
an employee of the Company or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 1, 2013.
GOLDMAN, SACHS & CO
By: /s/ Jeremy Kahn
____________________________
Name: Jeremy Kahn
Title: Attorney-In-Fact
Page 20 of 29
EXHIBIT (99.5)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2011, L.P. (the "Company")
does hereby make, constitute and appoint each of Dan Deluca, Jeremy Kahn,
Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by
the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in
-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 14, 2015.
MBD 2011, L.P.,
By: MBD Advisors, L.L.C., its general partner
By: /s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 21 of 29
EXHIBIT (99.6)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2011 ADVISORS, L.L.C. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by
the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in
-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
February 17, 2015.
MBD 2011 ADVISORS, L.L.C.
By: MBD 2011, L.P., its general partner
By: /s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 22 of 29
EXHIBIT (99.7)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2011 Holdings, L.P. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by
the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in
-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 14, 2015.
MBD 2011 HOLDINGS, L.P.
By: MBD 2011 Offshore Advisors, Inc., its general partner
By: /s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 23 of 29
EXHIBIT (99.8)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2011 Offshore, L.P. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by
the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in
-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 14, 2015.
MBD 2011 OFFSHORE, L.P.
By: MBD 2011 Offshore Advisors, Inc., its general partner
By: /s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 24 of 29
EXHIBIT (99.9)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that MBD 2011 Offshore Advisors, Inc.
(the "Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by
the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in
-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 14, 2015.
MBD 2011 OFFSHORE ADVISORS, INC.
By: /s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 25 of 29
EXHIBIT (99.10)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Bridge Street 2011, L.P. (the
"Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn, and Leo Herskovich
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by
the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in
-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 14, 2015.
BRIDGE STREET 2011, L.P.
By: Bridge Street 2011 Advisors, L.L.C., its general partner
By: /s/Scott Kilpatrick
____________________________
Name: Scott Kilpatrick
Title: Vice President
Page 26 of 29
EXHIBIT (99.11)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Bridge Street 2011 Advisors, L.L.C.
(the "Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn, Priya Iyer, Brian Bae, Lee Tryhorn and Leo Herskovich
(and any other employee of The Goldman Sachs Group, Inc. or one of its
affiliates designated in writing by one of the attorneys-in-fact), acting
individually, its true and lawful attorney, to execute and deliver in its
name and on its behalf whether the Company is acting individually or as
representative of others, any and all filings required to be made by
the Company under the Securities Exchange Act of 1934, (as amended, the
"Act"), with respect to securities which may be deemed to be beneficially owned
by the Company under the Act, giving and granting unto each said attorney-in
-fact power and authority to act in the premises as fully and to all intents
and purposes as the Company might or could do if personally present by one of
its authorized signatories, hereby ratifying and confirming all that said
attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 14, 2015.
BRIDGE STREET 2011 ADVISORS, L.L.C.
By: /s/Scott Kilpatrick
___________________________
Name: Scott Kilpatrick
Title: Vice President
Page 27 of 29
EXHIBIT (99.12)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Bridge Street 2011 Offshore, L.P.
(the "Company") does hereby make, constitute and appoint each of Dan Deluca,
Jeremy Kahn, Priya Iyer and Brian Bae (and any other employee of
The Goldman Sachs Group, Inc. or one of its affiliates designated in writing
by one of the attorneys-in-fact), acting individually, its true and
lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to securities
which may be deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and authority to
act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully
do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 6, 2014.
BRIDGE STREET 2011 OFFSHORE, L.P.
By: Bridge Street 2011 Offshore Advisors, Inc., its general partner
By:____________________________
Name: Kathryn Sloan
Title: Vice President
Page 28 of 29
EXHIBIT (99.13)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that Bridge Street 2011 Offshore
Advisors, Inc. (the "Company") does hereby make, constitute and appoint each
of Dan Deluca, Jeremy Kahn, Priya Iyer and Brian Bae (and any other
employee of The Goldman Sachs Group, Inc. or one of its affiliates designated
in writing by one of the attorneys-in-fact), acting individually, its true
and lawful attorney, to execute and deliver in its name and on its behalf
whether the Company is acting individually or as representative of others,
any and all filings required to be made by the Company under the Securities
Exchange Act of 1934, (as amended, the "Act"), with respect to securities
which may be deemed to be beneficially owned by the Company under the Act,
giving and granting unto each said attorney-in-fact power and authority to
act in the premises as fully and to all intents and purposes as the Company
might or could do if personally present by one of its authorized signatories,
hereby ratifying and confirming all that said attorney-in-fact shall lawfully
do or cause to be done by virtue hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be an
employee of The Goldman Sachs Group, Inc. or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
January 6, 2014.
BRIDGE STREET 2011 OFFSHORE ADVISORS, INC.
By:____________________________
Name: Kathryn Sloan
Title: Vice President
Page 29 of 29