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
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 3)*
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ODDITY Tech Ltd. (Name of Issuer) |
Class A ordinary shares, par value NIS 0.001 per share (Title of Class of Securities) |
M7518J104 (CUSIP Number) |
09/04/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | M7518J104 |
| 1 | Names of Reporting Persons
LCGP3 Pro Makeup, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,537,472.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | M7518J104 |
| 1 | Names of Reporting Persons
CGP3 Managers, L.L.C. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,537,472.00 | ||||||||
| 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)
8.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | M7518J104 |
| 1 | Names of Reporting Persons
Scott Arnold Dahnke | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,537,472.00 | ||||||||
| 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)
8.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | M7518J104 |
| 1 | Names of Reporting Persons
James Michael Chu | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,537,472.00 | ||||||||
| 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)
8.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
ODDITY Tech Ltd. |
| (b) | Address of issuer's principal executive offices:
8 Haharash Street, Tel Aviv-Jaffa , 6761304 Israel |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, collectively referred to herein as the "Reporting Persons": (i) LCGP3 Pro Makeup, L.P. ("LCGP3") (ii) CGP3 Managers, L.L.C. ("Manager") (iii) Scott Arnold Dahnke (iv) James Michael Chu |
| (b) | Address or principal business office or, if none, residence:
599 West Putnam Avenue Greenwich, CT 06830 |
| (c) | Citizenship:
See responses to Item 4 on each cover page. |
| (d) | Title of class of securities:
Class A ordinary shares, par value NIS 0.001 per share |
| (e) | CUSIP No.:
M7518J104 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
All calculations of percentage ownership herein are based on 44,281,291 Class A ordinary shares ("Class A Shares") outstanding as of December 31, 2024, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission (the "SEC") on February 25, 2025. The Issuer reported 11,547,000 Class B ordinary shares ("Class B Shares") outstanding as of December 31, 2025 in the Issuer's Annual Report on Form 20-F filed with the SEC on February 25, 2025. The reported Class A Shares represent 6.3% of the Issuer's Class A Shares and Class B Shares, taken collectively. The reported securities are held directly by LCGP3, which is controlled by Manager as its general partner. Scott Arnold Dahnke and James Michael Chu are the controlling managing members of Manager and as such may be deemed to share voting control and investment power over the shares held directly by LCGP3. This statement on Schedule 13G (this "Statement") is being voluntarily filed to update the Reporting Persons' reported beneficial ownership after giving effect to an open market sale of Class A Shares by the Reporting Persons on September 4, 2025. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. |
| (b) | Percent of class:
See responses to Item 11 on each cover page. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | |
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page | |
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | |
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | |
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| 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 LIST Exhibit A Joint Filing Agreement, dated as of February 9, 2024, incorporated herein by reference to Exhibit A of the statement on Schedule 13G filed by the Reporting Persons on February 9, 2024. |