0001213900-19-000085.txt : 20190102 0001213900-19-000085.hdr.sgml : 20190102 20190102204138 ACCESSION NUMBER: 0001213900-19-000085 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20190101 FILED AS OF DATE: 20190102 DATE AS OF CHANGE: 20190102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chang Brian CENTRAL INDEX KEY: 0001723145 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-26495 FILM NUMBER: 19503402 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CYREN Ltd. CENTRAL INDEX KEY: 0001084577 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 SAPIR ROAD 5TH FLOOR, BEIT AMPA STREET 2: P.O. BOX 4014 CITY: HERZLIYA STATE: L3 ZIP: 46140 BUSINESS PHONE: 7037603320 MAIL ADDRESS: STREET 1: C/O CYREN INC. STREET 2: 1430 SPRING HILL ROAD, SUITE 330 CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: COMMTOUCH SOFTWARE LTD DATE OF NAME CHANGE: 19990419 3 1 ownership.xml OWNERSHIP DOCUMENT X0206 3 2019-01-01 0 0001084577 CYREN Ltd. CYRN 0001723145 Chang Brian C/O CYREN INC., 1430 SPRING HILL ROAD, SUITE 330 MCLEAN VA 22102 1 0 0 0 Ordinary Shares 27586733 I See Footnotes Stock Options (right to buy) 2.50 2024-01-01 Ordinary Shares 50000 D The Reporting Person is an indirect beneficial owner of Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP"), and a Member and Managing Director of Warburg Pincus LLC, a New York limited liability company ("WP LLC"). The Warburg Pincus Entities (as defined below) collectively own 27,586,733 ordinary shares, as of the date hereof. All ordinary shares indicated as indirectly owned by the Reporting Person are included because of his affiliation with the Warburg Pincus Entities, due to which Mr. Chang may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities and Exchange Act of 1934, as amended) in an indeterminate portion of the ordinary shares owned by the Warburg Pincus Entities. Mr. Chang disclaims beneficial ownership of all ordinary shares attributable to the Warburg Pincus Entities except to the extent of his direct pecuniary interest therein. The "Warburg Pincus Funds" are Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P., Warburg Pincus (Europa) Private Equity XII (Cayman), L.P., Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P., Warburg Pincus Private Equity XII-B (Cayman), L.P., Warburg Pincus Private Equity XII-D (Cayman), L.P., Warburg Pincus Private Equity XII-E (Cayman), L.P., Warburg Pincus XII Partners (Cayman), L.P., and WP XII Partners (Cayman), L.P. The Warburg Pincus Funds hold shares through their direct, wholly-owned subsidiary, WP XII Investments Co?peratief U.A. ("WP XII Coop"), which holds shares through its direct,wholly-owned subsidiary, WP XII Investments B.V. ("WP XII BV"). Warburg Pincus (Cayman) XII, L.P. ("WP XII Cayman GP") is the general partner of each of the Warburg Pincus Funds. Warburg Pincus (Cayman) XII GP LLC ("WP XII Cayman GP LLC") is the general partner of WP XII Cayman GP. Warburg Pincus Partners II (Cayman), L.P. ("WPP II Cayman") is the sole member of WP XII Cayman GP LLC. WP Bermuda GP is the general partner of WPP II Cayman. WP LLC is the manager of each of the Warburg Pincus Funds. Each of the Warburg Pincus Funds, WP XII Coop, WP XII BV, WP XII Cayman GP, WP XII Cayman GP LLC, WPP II Cayman, WP Bermuda GP, and WP LLC are collectively referred to herein as the "Warburg Pincus Entities." Charles R. Kaye and Joseph P. Landy are the sole Directors and Co-Chairmen of WP Bermuda GP and Managing Members and Co-Chief Executive Officers of WP LLC and may be deemed to control the Warburg Pincus Entities. One quarter of the options vested and became exercisable on January 1, 2019. The remaining options will vest and become exercisable in equal monthly installments for the next 36 months thereafter. Exhibit 24: Power of Attorney /s/ Eric Spindel, Attorney-in-fact 2019-01-02 EX-24 2 f3010119ex24chang_cyren.htm POWER OF ATTORNEY

Exhibit 24

POWER OF ATTORNEY

The undersigned, Brian Chang, hereby constitutes and appoints Eric Spindel to have full power and authority to act in his name, place, and stead and on the undersigned’s behalf as his true and lawful attorney-in-fact to:

(1)

execute and deliver for and on behalf of the undersigned Forms 3, 4 and 5 (including any amendments, corrections, supplements or other changes thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 (including any amendments, corrections, supplements or other changes thereto) and timely file such Forms with the United States Securities and Exchange Commission and any stock exchange, self-regulatory association or any other authority or person as may be required by law; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, (i) any of the undersigned’s responsibilities to comply with the requirements of the Exchange Act or any liability for the undersigned’s failure to comply with such requirements or (ii) any obligation or liability that the undersigned incurs for profit disgorgement under Section 16(b) of the Exchange Act.

This Power of Attorney shall continue in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or by such attorneys-in-fact in a signed writing delivered to the undersigned. This Power of Attorney hereby revokes any previous Power of Attorney granted by the undersigned with respect to the matters contained herein.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 2 day of January, 2019.

	Signature:	/s/ Brian Chang
	Name:	Brian Chang