UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
[ ] Check box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
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1. Name and Address of Reporting Person*
Gleberman, Joseph H.
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(Last) (First) (Middle)
c/o Goldman, Sachs & Co.
85 Broad Street
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(Street)
New York, New York 10004
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
BackWeb Technologies Ltd.
(BWEB)
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3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
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4. Statement for Month/Year
FYE December 31, 2002
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5. If Amendment, Date of Original (Month/Year)
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6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
[ X ] Director [ ] 10% Owner
[ ] Officer (give title below) [ ] Other (specify below)
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7. Individual or Joint/Group Reporting
(Check applicable line)
[ X ] Form Filed by One Reporting Person
[ ] Form Filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| | | | | | |
| | | |5. |6. | |
| | |4. |Amount of |Owner- | |
| | |Securities Acquired (A) or |Securities |ship | |
| | |Disposed of (D) |Beneficially |Form: |7. |
| | |(Instr. 3, 4 and 5) |Owned at end |Direct |Nature of |
|2. | 3. |-------------------------------|of Issuer's |(D) or |Indirect |
1. |Transaction |Transaction | | (A) | |Fiscal Year |Indirect |Beneficial|
Title of Security |Date |Code | Amount | or | Price |(Instr. 3 |(I) |Ownership |
(Instr. 3) |(Month/Day/Year) |(Instr. 8) | | (D) | |and 4) |(Instr.4)|(Instr. 4)|
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| | | | | | | | |
Ordinary Shares | | | | | | 3,272,676 | I | 01,02 |
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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
4(b)(v).
FORM 5 (continued)
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Table II -- Derivative Securities Acquired, Disposed of, or Beneficially owned |
(e.g., puts, calls, warrants, options, convertible securities) |
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| | | | | | | | | | |
| | | | | | | |9. |10. | |
| | | | | | | |Number |Owner-| |
| | | | | | | |of |ship | |
|2. | | | | | | |Deriv- |of | |
|Conver-| | |5. | |7. | |ative |Deriv-|11. |
|sion | | |Number of | |Title and Amount | |Secur- |ative |Nature|
|or | | |Derivative |6. |of Underlying |8. |ities |Secur-|of |
|Exer- | | |Securities |Date |Securities |Price |Bene- |ity: |In- |
|cise |3. | |Acquired (A) |Exercisable and |(Instr. 3 and 4) |of |ficially |Direct|direct|
|Price |Trans- |4. |or Disposed |Expiration Date |--------------------|Deriv- |Owned |(D) or|Bene- |
1. |of |action |Trans-|of (D) |(Month/Day/Year) | |Amount |ative |at End |In- |ficial|
Title of |Deriv- |Date |action|(Instr. 3, |---------------------| |or |Secur- |of |direct|Owner-|
Derivative |ative |(Month/ |Code |4 and 5) |Date |Expira- | |Number |ity |Year |(I) |ship |
Security |Secur- |Day/ |(Instr|---------------|Exer- |tion | |of |(Instr.|(Instr. |(Instr|(Instr|
(Instr. 3) |ity |Year) |8) | (A) |(D) |cisable |Date |Title |Shares |5) |4) |4) |4) |
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Stock Options | | | | | | | |Ordinary | | | | | |
(right to buy)|$1.32 | 02/28/02 | A |50,000 | | 03 | 01/01/12 |Shares |50,000 | | 50,000 | 01,03| 01,03|
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Stock Options | | | | | | | |Ordinary | | | | | |
(right to buy)|$1.07 | | | | | 04 | 08/01/08 |Shares |15,000 | | 15,000 | 01,04| 01,04|
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Stock Options | | | | | | | |Ordinary | | | | | |
(right to buy)|$17.25 | | | | | 05 | 08/24/07 |Shares |25,000 | | 25,000 | 01,05| 01,05|
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Explanation of Responses:
01: The Reporting Person is a managing director of Goldman, Sachs & Co.
("Goldman Sachs"). Goldman Sachs is an indirect wholly-owned subsidiary of
The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims
beneficial ownership of the securities reported herein except to the extent
of his pecuniary interest therein, if any.
02: Goldman Sachs and GS Group may be deemed to own beneficially and indirectly
3,272,676 Ordinary Shares through certain investment partnerships of which
affiliates of Goldman Sachs and GS Group are the general partner, managing
general partner or managing partner. Goldman Sachs is the investment
manager of certain of the investment partnerships.
03: These options were granted to the Reporting Person pursuant to the BackWeb
Technologies Ltd. 1998 US Stock Option Plan (as amended and restated).
These options vest over five years with 12.5% of the options vesting
annually on January 1 for four years, beginning January 1, 2003 and 50% of
these options vesting on January 1, 2007. The Reporting Person has an
understanding with GS Group pursuant to which he holds such options for the
benefit of GS Group.
04: These options were granted to the Reporting Person pursuant to the BackWeb
Technologies Ltd. 1998 US Stock Option Plan (as amended and restated).
3,750 options vested on August 1, 2002. Thereafter, for each of the next 36
months, 1/36 of the remaining 11,250 options will vest. The Reporting
Person has an understanding with GS Group pursuant to which he holds such
options for the benefit of GS Group.
05: These options were granted to the Reporting Person pursuant to the BackWeb
Technologies Ltd. 1998 US Stock Option Plan (as amended and restated).
6,250 options vested on August 24, 2001. Thereafter, for each of the next
36 months, 1/36 of the remaining 18,750 options will vest. The Reporting
Person has an understanding with GS Group pursuant to which he holds such
options for the benefit of GS Group.
By: s/ Roger S. Begelman April 14, 2003
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**Signature of Reporting Person Date
Attorney-in-fact
** 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 provided is insufficient, see Instruction 6 for procedure.
Alternatively, this Form is permitted to be submitted to the Commission in
electronic format at the option of the Reporting Person pursuant to Rule
101(b)(4) of Regulation S-T.
POWER OF ATTORNEY
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The undersigned does hereby appoint Roger S. Begelman, Edward T. Joel,
Saskia Brookfield Martin and Susan P. Goddard, (and any other employee of The
Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one
of the attorneys-in-fact), his true and lawful attorneys, and each of them his
true and lawful attorney, with power to act without the other, and with full
power of substitution and resubstitution, to execute and file for him and in his
name any Initial Statement of Beneficial Ownership of Securities on Form 3, any
Statement of Changes in Beneficial Ownership on Form 4 and any Annual Statement
of Changes in Beneficial Ownership on Form 5, or any similar or successor form,
which may be required to be filed by him with the Securities and Exchange
Commission pursuant to Section 16 of the Securities Exchange Act of 1934, as
amended, and any and all instruments necessary or incidental therewith, hereby
granting unto said attorneys and each of them full power and authority to do and
perform in the name and on behalf of the undersigned, and in any and all
capacities, every act and thing whatsoever required or necessary to be done in
and about the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and approving the act
of said attorneys and each of them.
This power of attorney shall not be affected by the subsequent disability
or incompetence of the principal. This power of attorney shall remain in full
force and effect until either revoked in writing by the undersigned or until
such time as the person or persons to whom power of attorney has been hereby
granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of
its affiliates.
In witness thereof the undersigned hereunto signed his name this 22nd day
of January, 2003.
s/ Joseph H. Gleberman
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JOSEPH H. GLEBERMAN