SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
RISKIFIED LTD.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
M8216R109
(CUSIP Number)
06/30/2025
(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)
SCHEDULE 13G
CUSIP No.
M8216R109
1
Names of Reporting Persons
Feldman Assaf
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:
5
Sole Voting Power
4,730,662.00
6
Shared Voting Power
7,693,715.00
7
Sole Dispositive Power
4,730,662.00
8
Shared Dispositive Power
7,693,715.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,424,377.00
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)
10.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The ownership information presented represents beneficial ownership of Class A Ordinary Shares of the Issuer as of June 30, 2025, based upon 110,424,051 shares of Class A Ordinary Shares outstanding as of June 30, 2025. The percent of class held by each Reporting Person assumes the conversion of all derivative securities held of record by such Reporting Person into Class A Ordinary Shares within 60 days of June 30, 2025.
Assaf Feldman is the beneficial owner of 12,424,377 Class A Ordinary Shares, which consist of (i) 1,941,874 Class A Ordinary Shares held of record by Mr. Feldman, (ii) 2,734,200 Class A Ordinary Shares underlying the Class B Ordinary Shares of the Issuer held of record by Mr. Feldman that are convertible, at his election, on or prior to August 29, 2025, (iii) 54,588 Class A Ordinary Shares underlying restricted stock units that vest on or prior to August 29, 2025, (iv) 6,379,100 Class A Ordinary Shares underlying the Class B Ordinary Shares of the Issuer held of record by Sundance NYC Holdings LLC that are convertible, at its election, on or prior to August 29, 2025, and (v) 1,314,615 Class A Ordinary Shares held of record by Ms. Maria Feldman. Mr. Feldman is a co-manager of Sundance NYC Holdings LLC, and as such, may be deemed to share beneficial ownership over the shares held of record by Sundance NYC Holdings LLC. Ms. Maria Feldman is the spouse of Mr. Feldman, and as such, Mr. Feldman may be deemed to share beneficial ownership over the shares held of record by Ms. Feldman.
SCHEDULE 13G
CUSIP No.
M8216R109
1
Names of Reporting Persons
Sundance NYC Holdings LLC
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,379,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,379,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,379,100.00
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)
5.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The ownership information presented represents beneficial ownership of Class A Ordinary Shares of the Issuer as of June 30, 2025, based upon 110,424,051 shares of Class A Ordinary Shares outstanding as of June 30, 2025. The percent of class held by each Reporting Person assumes the conversion of all derivative securities held of record by such Reporting Person into Class A Ordinary Shares within 60 days of June 30, 2025.
SCHEDULE 13G
CUSIP No.
M8216R109
1
Names of Reporting Persons
Maria Feldman
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:
5
Sole Voting Power
1,314,615.00
6
Shared Voting Power
11,055,174.00
7
Sole Dispositive Power
1,314,615.00
8
Shared Dispositive Power
11,055,174.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
12,369,789.00
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)
10.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The ownership information presented represents beneficial ownership of Class A Ordinary Shares of the Issuer as of June 30, 2025, based upon 110,424,051 shares of Class A Ordinary Shares outstanding as of June 30, 2025. The percent of class held by each Reporting Person assumes the conversion of all derivative securities held of record by such Reporting Person into Class A Ordinary Shares within 60 days of June 30, 2025.
Maria Feldman is the beneficial owner of 12,369,789 Class A Ordinary Shares, which consists of (i) 1,314,615 Class A Ordinary Shares held of record by Ms. Feldman, (ii) 1,941,874 Class A Ordinary Shares held of record by Mr. Assaf Feldman, (iii) 2,734,200 Class A Ordinary Shares underlying the Class B Ordinary Shares of the Issuer held of record by Mr. Assaf Feldman that are convertible, at his election, on or prior to August 29, 2025, and (iv) 6,379,100 Class A Ordinary Shares underlying the Class B Ordinary Shares of the Issuer held of record by Sundance NYC Holdings LLC that are convertible, at its election, on or prior to August 29, 2025. Ms. Feldman is a co-manager of Sundance NYC Holdings LLC, and as such, may be deemed to share beneficial ownership over the shares held of record by Sundance NYC Holdings LLC. Mr. Assaf Feldman is the spouse of Ms. Feldman, and as such, Ms. Feldman may be deemed to share beneficial ownership over the shares held of record by Mr. Feldman. Ms. Feldman expressly disclaims beneficial ownership of 54,588 Class A Ordinary Shares underlying restricted stock units granted to Mr. Feldman that that will vest on or prior to August 29, 2025, on the basis that Ms. Feldman does not have voting or dispositive power over such securities.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
RISKIFIED LTD.
(b)
Address of issuer's principal executive offices:
220 5TH AVENUE, 2ND FLOOR, NEW YORK, NEW YORK, 10001
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a Reporting Person and collectively as the Reporting Persons. This statement is filed on behalf of:
Assaf Feldman
Sundance NYC Holdings LLC
Maria Feldman
(b)
Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is c/o Riskified Ltd., 220 5th Avenue, 2nd Floor, New York, NY 10001.
(c)
Citizenship:
Assaf Feldman is a citizen of Israel.
Sundance NYC Holdings LLC is organized under the laws of the State of Delaware.
Maria Feldman is a citizen of Israel.
(d)
Title of class of securities:
Class A Ordinary Shares
(e)
CUSIP No.:
M8216R109
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:
See the response to row 9 of the cover page of each Reporting Person
(b)
Percent of class:
See the response to row 11 of the cover page of each Reporting Person
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See the response to row 5 of the cover page of each Reporting Person
(ii) Shared power to vote or to direct the vote:
See the response to row 6 of the cover page of each Reporting Person
(iii) Sole power to dispose or to direct the disposition of:
See the response to row 7 of the cover page of each Reporting Person
(iv) Shared power to dispose or to direct the disposition of:
See the response to row 8 of the cover page of each Reporting Person
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
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
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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