Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 4)*
|
Pagaya Technologies Ltd. (Name of Issuer) |
Class A Ordinary Shares, no par value per share (Title of Class of Securities) |
M7S64L123 (CUSIP Number) |
09/30/2025 (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)
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SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Viola Ventures IV (A) L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Viola Ventures IV (B) L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Viola Ventures IV Principals Fund L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Viola Ventures IV CEO Program L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Viola 4 P, Limited Partnership | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Viola Ventures 4 L.P. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Viola Ventures 4 Ltd. | ||||||||
| 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
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Viola Ventures V.C. Management 4 Ltd. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Avi Zeevi | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
499,227.00 | ||||||||
| 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)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Harel Beit-On | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
288,507.00 | ||||||||
| 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)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | M7S64L123 |
| 1 | Names of Reporting Persons
Shlomo Dovrat | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
282,445.00 | ||||||||
| 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)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Pagaya Technologies Ltd. | |
| (b) | Address of issuer's principal executive offices:
335 Madison Ave, 16th Floor, New York, New York 10017 | |
| Item 2. | ||
| (a) | Name of person filing:
The following entities and individuals, listed in (i)-(xi) below, who are filing this Amendment No. 4 (this "Amendment No. 4") to the Statement of Beneficial Ownership on Schedule 13G filed on February 14, 2023 (the "Statement"), as amended by Amendment No. 1 thereto filed on February 8, 2024 ("Amendment No. 1"), Amendment No. 2 thereto filed on February 13, 2025 ("Amendment No. 2"), and Amendment No. 3 thereto filed on August 14, 2025 ("Amendment No. 3") are referred to herein collectively as the "Reporting Persons". The five entities listed in (i)-(v) below, which previously directly held the vast majority of the equity securities reported in prior amendments but which no longer hold any Class A ordinary shares as of the date of this Amendment No. 4, are referred to herein collectively as the "Reporting Holders", and the three individuals whose names appear in (ix)-(xi) below, collectively, as the "Reporting Individuals": (i) Viola Ventures IV (A) L.P. ("Viola IV (A)") (ii) Viola Ventures IV (B) L.P. ("Viola IV (B)") (iii) Viola Ventures IV Principals Fund L.P. ("Viola IV Principals") (iv) Viola Ventures IV CEO Program L.P. ("Viola IV CEO") (v) Viola 4 P, Limited Partnership ("Viola 4 P") (vi) Viola Ventures 4 L.P. ("Viola 4 GP") (vii) Viola Ventures 4 Ltd. ("Viola 4 GP GP") (viii) Viola Ventures V.C. Management 4 Ltd. ("Viola 4 Investment Management") (ix) Avi Zeevi (x) Harel Beit-On and (xi) Shlomo Dovrat. Following transactions completed in August 2025 and September 2025, the Reporting Holders no longer directly hold any Class A ordinary shares of the Issuer. As a result of the complete disposition of shares by the Reporting Holders, Viola 4 GP, which serves as the sole general partner for each of the Reporting Holders, also no longer has beneficial ownership of any Class A ordinary shares through those entities. Similarly, Viola 4 GP GP, which serves as the sole general partner of Viola 4 GP, and Viola 4 Investment Management, which holds 100% of the issued and outstanding shares of Viola 4 GP GP, no longer have deemed beneficial ownership of any Class A ordinary shares. As a result of the transactions completed in August 2025 and September 2025, the Reporting Individuals now beneficially own Class A ordinary shares either directly, or via shared beneficial ownership through other Viola entities that are not Reporting Persons and that received shares in the distribution and that they jointly control, consisting of Viola Partners 5, L.P. ("Viola Partners 5"), which holds 76,194 Class A ordinary shares, and Viola Partners Fund 4 2013 L.P. ("Viola Partners 4"), which holds 129,932 Class A ordinary shares (Viola Partners 5 and Viola Partners 4 (collectively, the "Viola Partners Entities")). The aggregate 206,126 ordinary shares held by the Viola Partners Entities are reflected as shared beneficial ownership in rows 6 and 8 of each of the Reporting Individuals' cover pages. Avi Zeevi beneficially owns, in addition to the 206,126 Class A ordinary shares held by the Viola Partners Entities as to which he shares beneficial ownership with the other Reporting Individuals, an aggregate of 293,101 Class A ordinary shares with sole beneficial ownership, consisting of (a) 82,703 ordinary shares distributed to him in September 2025 and an additional 30,000 Class A ordinary shares held personally by him, and (b)
via A. Zeevi Management Services Ltd., a company that is controlled by him (the "Zeevi holding company") - 180,398 Class A ordinary shares, consisting of: (i) 36,312 Class A ordinary shares underlying RSUs which have vested as of, or will vest within 60 days of, September 30, 2025, and (ii) 144,086 Class A ordinary shares underlying vested options that have been granted by the Issuer to him. The foregoing beneficial ownership of Mr. Zeevi excludes 28,818 Class A ordinary shares underlying additional options that are subject to performance-based vesting conditions and/or time vesting conditions that will not be fulfilled within 60 days of September 30, 2025. | |
| (b) | Address or principal business office or, if none, residence:
c/o Viola Ventures, Landmark Tower, 32nd Floor, 2 Leonardo da Vinci St, Tel Aviv, Israel. | |
| (c) | Citizenship:
The citizenship or state of organization, as applicable, of each Reporting Person is as follows: (i) Viola IV (A)-- Cayman Islands (ii) Viola IV (B)-- Cayman Islands (iii) Viola IV Principals-- Cayman Islands (iv) Viola IV CEO-- Cayman Islands (v) Viola 4 P-- Israel (vi) Viola 4 GP-- Cayman Islands (vii) Viola 4 GP GP-- Cayman Islands (viii) Viola 4 Investment Management-- Israel (ix) Each Reporting Individual-- Israel | |
| (d) | Title of class of securities:
Class A Ordinary Shares, no par value per share | |
| (e) | CUSIP No.:
M7S64L123 | |
| 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:
Amount beneficially owned: Please see row 9 of the cover pages of the respective Reporting Persons. | |
| (b) | Percent of class:
Percent of class: Please see row 11 of the cover pages of the respective Reporting Persons. The percentages appearing in row 11 of the cover pages of the respective Reporting Persons are based on 65,319,849 Class A ordinary shares issued and outstanding as of July 31, 2025, as reported by the Issuer in its quarterly report on Form 10-Q filed with the SEC on August 7, 2025. The percentage of class numbers appearing in row 11 of the cover pages of the respective Reporting Persons constitute the percentages of the outstanding Class A ordinary shares. Because the Issuer also has (as of July 31, 2025) 11,288,577 outstanding Class B ordinary shares, which are entitled to ten votes per share, and 5,000,000 outstanding Series A preferred shares, which are entitled to one vote per Class A ordinary share into which they are convertible (they are convertible on a one-for-one basis), and the outstanding Class A ordinary shares are entitled to one vote per share, the percentage of the outstanding voting power of the Issuer possessed by each Reporting Person is lower than what appears in row 11 of each cover page. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Sole power to vote or to direct the vote: Please see row 5 of the cover pages of the respective Reporting Persons and the supplementary explanatory information provided in Item 2(a), all of which is incorporated by reference herein. | ||
| (ii) Shared power to vote or to direct the vote:
Shared power to vote or to direct the vote: Please see row 6 of the cover pages of the respective Reporting Persons and the supplementary explanatory information provided in Item 2(a), all of which is incorporated by reference herein. | ||
| (iii) Sole power to dispose or to direct the disposition of:
Sole power to dispose or to direct the disposition of: Please see row 7 of the cover pages of the respective Reporting Persons and the supplementary explanatory information provided in Item 2(a), all of which is incorporated by reference herein. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Shared power to dispose or to direct the disposition of: Please see row 8 of the cover pages of the respective Reporting Persons and the supplementary explanatory information provided in Item 2(a), all of which is incorporated by reference herein. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The limited partners of each of the Reporting Holders had the right to receive dividends from, and the proceeds from the sale of the Class A ordinary shares that were held by the Reporting Holders. | ||
| 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
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| 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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Exhibit Information
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Exhibit 1 - Joint Filing Agreement pursuant to Rule 13d-1(k)(1)- incorporated by reference to Exhibit 1 to the Statement |