SC 13G/A
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
AMENDMENT No. 1
Under the Securities Exchange
Act of 1934
|
| CHECK POINT SOFTWARE TECHNOLOGIES LTD. |
|
(Name of Issuer)
|
| Ordinary Shares, NIS .01 nominal value |
|
(Title of Class of
Securities)
(CUSIP Number)
December 31, 2005
(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
|
| 3 |
SEC Use Only
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| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5 |
SOLE VOTING POWER
26,260,811* Ordinary Shares
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| 6 |
SHARED VOTING POWER
0
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| 7 |
SOLE DISPOSITIVE POWER
26,260,811* Ordinary Shares
|
| 8 |
SHARED DISPOSITIVE POWER
0
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,260,811* 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)
10.6%
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| 12 |
TYPE OF REPORTING PERSON*
IN
|
*SEE INSTRUCTIONS
BEFORE FILLING OUT!
2
| Item 1(a). |
Name of Issuer: |
| |
Check
Point Software Technologies Ltd. (the “Issuer”) |
| Item 1(b). |
Address of Issuer’s Principal Executive Offices: |
| |
3A
Jabotinsky Street, Diamond Tower, 24th Floor
Ramat-Gan 52520, Israel |
| Item 2(a). |
Name of Person Filing: |
| |
Marius Nacht (the “Reporting Person”) |
| Item 2(b). |
Address of Principal Business Office: |
| |
3A
Jabotinsky Street, Diamond Tower, 24th Floor
Ramat-Gan 52520, Israel |
| Item 2(d). |
Title of Class of Securities: |
| |
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, 2005: |
| |
(a) |
Amount
Beneficially Owned: |
| |
26,260,811*
Ordinary Shares |
3
| |
(c) |
Number
of shares as to which the Reporting Person has: |
| |
(i) |
Sole
power to vote or to direct the vote: |
| |
26,260,811*
Ordinary Shares |
| |
(ii) |
Shared
power to vote or to direct the vote: |
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
| |
26,260,811*
Ordinary Shares |
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
| |
*Mr.
Nacht is the beneficiary of The Gibraltar XYZ 2005 Trust (the
“Trust”), that as of May 2005, the date on which the Trust
was established, held 1,000,000 Ordinary Shares. Mr. Nacht does not
control the Trust and has limited access to information concerning
activities and holdings of the Trust. The Trust is irrevocable and is
scheduled to expire on May 2007. Accordingly, the 1,000,000 Ordinary
Shares held in the Trust are not included in the calculation of Mr.
Nacht’s beneficial ownership for the purposes of this provision. |
| 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: February 9, 2006
/s/ Marius Nacht
——————————————
Marius Nacht |
5