SC 13G
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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| CHECK POINT SOFTWARE TECHNOLOGIES LTD. |
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(Name of Issuer)
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| Ordinary Shares, NIS .01 nominal value |
|
(Title of Class of
Securities)
(CUSIP Number)
December 31, 2007
(Date of Event Which
Requires Filing of this Statement)
Check the following box to designate
the rule pursuant to which this Schedule is filed:
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.
Page 1 of 5 pages
| CUSIP No. M22465 10 4 |
13G |
Page 2 of 5 Pages |
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| 1 |
NAME OF REPORTING PERSON
Marius Nacht
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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| 3 |
SEC Use Only
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5 |
SOLE VOTING POWER
20,851,795* ordinary shares
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| 6 |
SHARED VOTING POWER
0
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| 7 |
SOLE DISPOSITIVE POWER
20,851,795* ordinary shares
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| 8 |
SHARED DISPOSITIVE POWER
0
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| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,851,795* ordinary shares
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.4%
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| 12 |
TYPE OF REPORTING PERSON
IN
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2
| Item 1(a). |
Name of Issuer: |
| |
Check
Point Software Technologies Ltd. (the “Issuer”) |
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
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5 Ha’solelim Street
Tel Aviv, Israel |
| Item 2(a). |
Name of Person Filing: |
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Marius Nacht (the “Reporting Person”) |
| Item 2(b). |
Address of Principal Business Office: |
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5 Ha’solelim Street
Tel Aviv, Israel |
| Item 2(d). |
Title of Class of Securities: |
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Ordinary shares, NIS .01 nominal value |
| |
Set
forth below is information with respect to the Reporting Person’s ownership of
ordinary shares as of December 31, 2007: |
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(a) |
Amount
Beneficially Owned: |
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20,851,795*
ordinary shares |
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The number of ordinary shares set
forth above includes 2,349,999 ordinary shares that the Reporting Person has the right to
acquire pursuant to stock options that are exercisable within 60 days after December 31,
2007. The exercise price of some of these options is greater than the current market price
of the Issuer’s ordinary shares on the NASDAQ Global Select Market. As of December
31, 2007, the Issuer had 218,550,480 ordinary shares outstanding. |
3
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(c) |
Number
of shares as to which the Reporting Person has: |
| |
(i) |
Sole
power to vote or to direct the vote: |
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20,851,795*
ordinary shares |
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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 |
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20,851,795*
ordinary shares |
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(iv) |
Shared
power to dispose or to direct the disposition of |
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*In addition to the 20,851,795
ordinary shares for which Mr. Nacht claims beneficial ownership, Mr. Nacht is also the
beneficiary of the following: |
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—
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a
trust that as of May 2005, the date on which the trust was established by Mr. Nacht, held
1,000,000 ordinary shares. The deposit of the original 1,000,000 ordinary shares placed
into the trust was irrevocable and expired in May 2007. In July 2006, Mr. Nacht added
1,000,000 shares to the trust. This addition to the trust is irrevocable and is scheduled
to expire in July 2008; and |
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—
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a trust
that, as of November 2006, the date on which the trust was established by Mr. Nacht, held
3,000,000 ordinary shares. The trust is irrevocable and is scheduled to expire in
November 2008. |
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Mr.
Nacht does not control the trusts and has limited access to information concerning
activities and holdings of the trusts.
Mr.
Nacht disclaims beneficial ownership of the ordinary shares held in the trusts. |
| Item 5. |
Ownership of Five Percent or Less of a Class: |
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person: |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being
Reportedon By the Parent Holding Company or Control Person: |
| Item 8. |
Identification and Classification of Members of the Group: |
| Item 9. |
Notice of Dissolution of Group: |
4
SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
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Date: January 31, 2008
/s/ Marius Nacht
——————————————
Marius Nacht |
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