0001104659-25-065475.txt : 20250702 0001104659-25-065475.hdr.sgml : 20250702 20250702213011 ACCESSION NUMBER: 0001104659-25-065475 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20250630 FILED AS OF DATE: 20250702 DATE AS OF CHANGE: 20250702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management, L.P. CENTRAL INDEX KEY: 0001398053 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 251103585 BUSINESS ADDRESS: STREET 1: 2 MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: 2 MANHATTANVILLE ROAD STREET 2: SUITE 203 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management Holdings GP, LLC CENTRAL INDEX KEY: 0001449433 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 251103594 BUSINESS ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 W. 57TH STREET STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Apollo Management IX, L.P. CENTRAL INDEX KEY: 0001784683 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 251103587 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET, 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 914-694-8000 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD, SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: College Parent, L.P. CENTRAL INDEX KEY: 0001934833 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 251103591 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 FORMER NAME: FORMER CONFORMED NAME: College Parent L.P. DATE OF NAME CHANGE: 20220622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AP IX College Holdings, L.P. CENTRAL INDEX KEY: 0001934828 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 251103589 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yahoo, Inc. CENTRAL INDEX KEY: 0001962736 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 251103592 BUSINESS ADDRESS: STREET 1: 770 BROADWAY, 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 646-639-1841 MAIL ADDRESS: STREET 1: 770 BROADWAY, 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: College Parent Holdings GP, LLC CENTRAL INDEX KEY: 0001934842 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 251103590 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: College Top Holdings, Inc. CENTRAL INDEX KEY: 0001934843 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 251103593 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AP IX College Holdings GP, LLC CENTRAL INDEX KEY: 0001935679 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 251103588 BUSINESS ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: ONE MANHATTANVILLE ROAD STREET 2: SUITE 201 CITY: PURCHASE STATE: NY ZIP: 10577 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AIF IX MANAGEMENT, LLC CENTRAL INDEX KEY: 0001936402 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 251103586 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-515-3200 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 42ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Taboola.com Ltd. CENTRAL INDEX KEY: 0001840502 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] ORGANIZATION NAME: 06 Technology EIN: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 16 MADISON SQUARE WEST, 7TH FL. CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: (212) 206-7663 MAIL ADDRESS: STREET 1: 16 MADISON SQUARE WEST, 7TH FL. CITY: NEW YORK STATE: NY ZIP: 10010 4 1 tm2519412-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2025-06-30 0 0001840502 Taboola.com Ltd. TBLA 0001449433 Apollo Management Holdings GP, LLC 9 WEST 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001934843 College Top Holdings, Inc. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001962736 Yahoo, Inc. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001934833 College Parent, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001934842 College Parent Holdings GP, LLC 9 WEST 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001934828 AP IX College Holdings, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001935679 AP IX College Holdings GP, LLC 9 WEST 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001784683 Apollo Management IX, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001936402 AIF IX MANAGEMENT, LLC 9 WEST 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0001398053 Apollo Management, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK NY 10019 0 0 1 0 0 Non-Voting Ordinary Shares, No Par Value 2025-06-30 4 J 0 159056 3.62 D 32692444 I See Footnote Ordinary Shares, No Par Value 39525691 I See Footnote The reported sales are between the Issuer and College Top Holdings, Inc., as part of the Issuer's share repurchase program and are intended to keep the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more. See Exhibit 99.1 for more information. See Exhibit 99.1. see signatures attached as Exhibit 99.2 2025-07-02 EX-99.1 2 tm2519412d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

1.       On February 24, 2025, the Issuer and College Top Holdings, Inc. (“College Holdings”) entered into a Share Repurchase Agreement (the “Repurchase Agreement”), pursuant to which the Issuer must conduct weekly repurchases of College Holdings’ Non-Voting Ordinary Shares at a purchase price determined by a market based pricing formula as specified in the Repurchase Agreement. The maximum amount of Non-Voting Ordinary Shares that may be repurchased each week will be 25% of the applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Repurchase Agreement terminates upon the earlier of: (i) the Company obtaining regulatory approval permitting College Holdings’ equity ownership in the Company to exceed 25%; (ii) the Company determining, as specified in the Repurchase Agreement, that no such approval is required; or (iii) December 31, 2025. On March 14, 2025, the Issuer and College Holdings entered into that Amendment No. 1 to the Stock Repurchase Agreement (the “Amendment No. 1”), pursuant to which the Repurchase Agreement dated February 24, 2025 is modified and amended so that the quantity of shares for each “repurchase transaction” shall be modified to up to 1/3rd of the weekly applicable allowable Rule 10b-18 limit. On June 30, 2025, the Issuer repurchased 159,056 Non-Voting Ordinary Shares from College Holdings at $3.62 per share.

 

2.       College Holdings holds securities of the Issuer on behalf of Yahoo Inc., its indirect wholly owned subsidiary. College Parent, L.P. (“Parent”) is the sole shareholder of College Holdings. College Parent Holdings GP, LLC (“Parent GP”) serves as the general partner of Parent. AP IX College Holdings, L.P. (“AP IX College”) is the sole member of College GP. AP IX College Holdings GP, LLC (“AP IX College GP”) is the general partner of AP IX College. Apollo Management IX, L.P. (“Management IX”) is the non-member manager of AP IX College GP. The general partner of Management IX is AIF IX Management, LLC (“AIF IX LLC”). Apollo Management, L.P. (“Apollo LP”) is the sole member and manager of AIF IX LLC. Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo LP. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member of Management GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Scott Kleinman, Marc Rowan and James Zelter are the managers, as well as executive officers, of Management Holdings GP.

 

Each of the entities listed above, other than College Holdings, and each of Messrs. Kleinman, Rowan and Zelter, disclaims beneficial ownership of any of the Issuer’s ordinary shares owned of record by College Holdings, except to the extent of any pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

 

 

 EX-99.2 3 tm2519412d1_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

 

This Statement on Form 4 is filed by: (i) College Top Holdings, Inc.; (ii) Yahoo Inc.; (iii) College Parent, L.P.; (iv) College Parent Holdings GP, LLC; (v) AP IX College Holdings, L.P.; (vi) AP IX College Holdings GP, LLC; (vii) Apollo Management IX, L.P.; (viii) AIF IX Management, LLC; (ix) Apollo Management, L.P.; (x) Apollo Management GP, LLC; (xi) Apollo Management Holdings, L.P.; and (xii) Apollo Management Holdings GP, LLC.

 

Name of Designated Filer: Apollo Management Holdings GP, LLC

 

Date of Event Requiring Statement: June 30, 2025

 

Issuer Name: Taboola.com Ltd.

 

  COLLEGE TOP HOLDINGS, INC.

 

  By: College Parent, L.P.,
    its sole shareholder

 

    By: College Parent Holdings GP, LLC,
      its general partner

 

      By: /s/ James Elworth
        James Elworth
        Vice President

 

  YAHOO INC.

 

  By: /s/ Monica Mijaleski
    Monica Mijaleski
    Vice President, Chief Financial Officer and Treasurer

 

  COLLEGE PARENT, L.P.

 

  By: College Parent Holdings GP, LLC,
    its general partner

 

    By: /s/ James Elworth
      James Elworth
      Vice President

 

  COLLEGE PARENT HOLDINGS GP, LLC

 

  By: /s/ James Elworth
    James Elworth
    Vice President

 

  AP IX COLLEGE HOLDINGS, L.P.

 

  By: AP IX College Holdings GP, LLC,
    its general partner

 

    By: /s/ James Elworth
      James Elworth
      Vice President

 

 

 

 

  AP IX COLLEGE HOLDINGS GP, LLC

 

  By: /s/ James Elworth
    James Elworth
    Vice President

 

  APOLLO MANAGEMENT IX, L.P.

 

  By: AIF IX Management, LLC,
    its general partner

 

    By: /s/ James Elworth
      James Elworth
      Vice President

 

  AIF IX MANAGEMENT, LLC

 

  By: /s/ James Elworth
    James Elworth
    Vice President

 

  APOLLO MANAGEMENT, L.P.

 

  By: Apollo Management GP, LLC,
    its general partner

 

    By: /s/ James Elworth
      James Elworth
      Vice President

 

 

 

 

  APOLLO MANAGEMENT GP, LLC
   
  By: /s/ James Elworth
    James Elworth
    Vice President

 

  APOLLO MANAGEMENT HOLDINGS, L.P.
   
  By: Apollo Management Holdings GP, LLC,
    its general partner
   
    By: /s/ James Elworth
      James Elworth
      Vice President
   
   
  APOLLO MANAGEMENT HOLDINGS GP, LLC
   
  By: /s/ James Elworth
    James Elworth
    Vice President