SEC Form 3 filed by new insider Seror Benjamin
$SMWB
Computer Software: Programming Data Processing
Technology
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/26/2026 | 3. Issuer Name and Ticker or Trading Symbol
SIMILARWEB LTD. [ SMWB ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 316,250 | D | |
| Restricted Share Units, each representing one Ordinary Share | 18,750(1) | D | |
| Restricted Share Units, each representing one Ordinary Share | 40,000(2) | D | |
| Restricted Share Units, each representing one Ordinary Share | 60,000(3) | D | |
| Restricted Share Units, each representing one Ordinary Share | 80,000(4) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Options to purchase one Ordinary Share | 11/09/2021(5) | 11/08/2030 | Ordinary shares, par value NIS 0.01 per share | 18,750 | $2.38 | D | |
| Options to purchase one Ordinary Share | 01/29/2021(5) | 01/28/2031 | Ordinary shares, par value NIS 0.01 per share | 231,250 | $3.04 | D | |
| Explanation of Responses: |
| 1. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one ordinary share of Similarweb Ltd (the "Company"). The RSUs vest in 25% after one year period & 12 equal installments every quarter afterwards with the first vesting date on 02/15/2024, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date. |
| 2. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one ordinary share of Similarweb Ltd (the "Company"). The RSUs vest in 25% after one year period & 12 equal installments every quarter afterwards with the first vesting date on 02/15/2025, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date. |
| 3. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one ordinary share of Similarweb Ltd (the "Company"). The RSUs vest in 25% after one year period & 12 equal installments every quarter afterwards with the first vesting date on 02/15/2026, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date. |
| 4. The Reporting Person was granted restricted stock units ("RSUs"), which each represent a contingent right to receive one ordinary share of Similarweb Ltd (the "Company"). The RSUs vest in 25% after one year period & 12 equal installments every quarter afterwards with the first vesting date on 02/15/2027, subject to the Reporting Person's continued service to the Company or its subsidiaries through each vesting date. |
| 5. The Options are fully vested & immediately exercisable. |
| Remarks: |
| This Form 3 has been filed after March 18,2026 but prior to April 20,2026 in reliance on the temporary relief made available to the directors and officers of certain foreign private issuers by the Staff of the Securities and Exchange Commission in its no action letter dated March 13,2026. |
| Benjamin Seror by: Oppenheimer Israel, as Attorney-in-fact | 03/26/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||