SC 13G
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
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) |
|
| M22465 10 4 |
|
| (CUSIP Number) |
December 31, 2008
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate 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
20,253,945* ordinary shares
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| 6 |
SHARED VOTING POWER
0
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| 7 |
SOLE DISPOSITIVE POWER
20,253,945* ordinary shares
|
| 8 |
SHARED DISPOSITIVE POWER
0
|
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,253,945* ordinary shares
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| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
x
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6%
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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: |
| |
5 Ha’solelim Street
Tel Aviv, Israel |
| Item 2(a). |
Name of Person Filing: |
| |
Marius Nacht (the “Reporting Person”) |
| Item 2(b). |
Address of Principal Business Office: |
| |
5 Ha’solelim Street
Tel Aviv, 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, 2008: |
| |
(a) |
Amount
Beneficially Owned: |
| |
20,253,945*
ordinary shares |
| |
The number of ordinary shares set
forth above includes (1) 1,752,149 ordinary shares that the Reporting Person has the right
to acquire pursuant to stock options that are exercisable within 60 days after December
31, 2008, of which options to acquire 552,149 ordinary shares are the subject of a trading
program that the Reporting Person has established in accordance with Rule 10b5-1 under the
Securities Exchange Act of 1934 in order to exercise and sell options, primarily options
that are nearing their expiration dates, and (2) 2,019,700 ordinary shares which are the
subject of a trading program that the Reporting Person has established in accordance with
Rule 10b5-1 under the Securities Exchange Act of 1934 in order to authorize the broker
managing the program to write covered call options on behalf of the Reporting Person.
As of December 31, 2008,
the Issuer had 210,042,282 ordinary shares outstanding. |
3
| |
(c) |
Number
of shares as to which the Reporting Person has: |
| |
(i) |
Sole
power to vote or to direct the vote: |
| |
20,253,945*
ordinary shares |
| |
(ii) |
Shared
power to vote or to direct the vote: |
| |
(iii) |
Sole
power to dispose or to direct the disposition of |
| |
20,253,945*
ordinary shares |
| |
(iv) |
Shared
power to dispose or to direct the disposition of |
| |
*In addition to the 20,253,945
ordinary shares for which the Reporting Person claims beneficial ownership, the Reporting
Person is also the beneficiary of a trust that was established by the Reporting Person and
holds 2,000,000 ordinary shares. The Reporting Person does not control the trust and has
limited access to information concerning activities and holdings of the trust. The
Reporting Person disclaims beneficial ownership of the ordinary shares held in the trust. |
| 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 my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
|
|
Date: February 18, 2009
/s/ Marius Nacht
——————————————
Marius Nacht |
5