TUFN Tufin Software Technologies Ltd

*See Item 4 for additional information.

*See Item 4 for additional information.

Tufin Software Technologies Ltd (the “Issuer”)

5 Hashalom Road, ToHa Tower, Tel Aviv, Israel, 6789205

This report on Schedule 13G is being filed by EVR Research LP, a Delaware limited partnership (the “Firm”) and EVR Master Fund, LP, a Cayman Islands exempted company (“EVR Master”). The address for the Firm is 411 Libbie Avenue, Suite 3, Richmond, VA 23226. The address for EVR Master is 411 Libbie Avenue, Suite 3, Richmond, VA 23226.

Ordinary Shares, NIS 0.015 par value (the “Ordinary Shares”)

M8893U102

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person filing is a:

(a)   ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)   ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)   ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)   ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)   ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)    ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)   ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)   ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)    ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)    ☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

(k)   ☐ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________

Item 4. Ownership

Information with respect to the Firm’s and EVR Master’s ownership of securities of the Issuer is incorporated by reference to items (5) - (9) and (11) of the respective cover page of the Firm and EVR Master.

The Firm is the investment manager to EVR Master, EVR Opportunity Fund, LP, a Delaware limited partnership (“Onshore Feeder Fund”), and EVR Offshore Partners Fund, LTD, a Cayman Islands exempted company (“Offshore Feeder Fund”) (together with the EVR Master and Onshore Feeder Fund, “the EVR Funds”).

As of February 16, 2022, the Firm may be deemed to beneficially own an aggregate of 2,360,000 shares of Ordinary Shares, all of which are held by EVR Master.  The number of shares reported above consists of (i) 1,630,000 Ordinary Shares and (ii) call options exercisable into 730,000 Ordinary Shares held by EVR Master. The Firm, as the investment manager to the EVR Funds, may be deemed to beneficially own these securities. Benjamin Wolf Joffe is the managing member of the general partner of the Firm and exercises investment discretion with respect to these securities.

Ownership percentages are based on 37,851,120 shares of Ordinary Shares reported as issued and outstanding as of December 31, 2021 in the Issuer’s press release entitled “Tufin Announces Fourth Quarter and Full Year 2021 Results” included as an Exhibit to the Form 6-K filed with the Securities and Exchange Commission on February 10, 2022.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

Not Applicable.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

Not Applicable.

Item 8. Identification and Classification of Members of the Group

Not Applicable.

Item 9. Notice of Dissolution of Group 

Not Applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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.

Dated: February 25, 2022

EVR Research LP

By: /s/ Charles Portz

Charles Portz, Chief Compliance Officer

EVR Master Fund, LP

By: /s/ Charles Portz

Charles Portz, Chief Compliance Officer

Exhibit Index

1. Joint Filing Agreement dated as of February 25, 2022, by and between EVR Research LP and EVR Master Fund, LP