SC 13G 1 0001.txt INITIAL FILING EXHIBIT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information to be included in Statement Filed Pursuant to Rules 13-d(b), (c) and (d) and Amendments thereto filed pursuant to Rule 13d-2(b) (Amendment No. )* Compugen Ltd -------------------------------------------------------------------------------- (Name of Issuer) Ordinary shares -------------------------------------------------------------------------------- (Title of Class of Securities) M25722105 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2000 -------------------------------------------------------------------------------- (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). CUSIP No. M25722105 Page __ of ___ Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) APAX EUROPE IV GP CO LIMITED -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION GUERNSEY -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF -0- SHARES --------------------------------------------- BENEFICIALLY 6 SHARED VOTING POWER OWNED BY 1,384,615 EACH --------------------------------------------- REPORTING 7 SOLE DISPOSITIVE POWER PERSON -0- WITH --------------------------------------------- 8 SHARED DISPOSITIVE POWER 1,384,615 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,384,615 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |-| -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.5 % -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON* -------------------------------------------------------------------------------- Item 1. (a) Name of Issuer Compugen Ltd (b) Address of Issuer's Principal Executive Offices 72 Pinchas Rosen St, Tel-Aviv 69512, Israel Item 2. (a) Name of Persons Filing Apax Europe IV GP Co Limited (b) Address of Principal Business Office or, if none, Residence 13-15 Victoria Road, St Peter Port, Guernsey (c) Citizenship Guernsey (d) Title of Class of Securities Common Stock (e) CUSIP Number M25722105 Item 3. If this statement is filed pursuant to Rule 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, (b) |_| Bank as defined in section 3(a)(6) of the Act, (c) |_| Insurance company as defined in section 3(a)(19) of the Act, (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940, (e) |_| Investment Adviser registered under section 203 of the Investment Advisors Act of 1940, (f) |_| An employee benefit plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see ss.240.13d-1(b)(1)(ii)(F), (g) |_| A parent holding company, in accordance with ss.240.13d-1(b)(ii)(G) (Note: See Item 7), (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) |_| Group, in accordance withss.240.13d-1(b)(1)(ii)(J). Item 4. Ownership (a) Amount Beneficially Owned: 1,384,615 (b) Percent of Class: 5.5% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote None. (ii) Shared power to vote or to direct the vote 1,384,615 (iii) Sole power to dispose or to direct the disposition of None. (iv) Shared power to dispose or to direct the disposition of 1,384,615 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 Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company 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. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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. Dated: February 13, 2000 APAX EUROPE GP CO LIMITED By: /s/ CAE HELYAR -------------------------------------- CAE HELYAR--Director