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UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* WalkMe Ltd. (Name of Issuer) Ordinary shares, no par value (Title of Class of Securities) M97628107 (CUSIP Number) Christopher Arthur Bulger Vitruvian Partners LLP 105 Wigmore Street London W1U 1QY +44 (0) 20 7518 2800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: N. Nell Scott Orrick, Herrington & Sutcliffe LLP 107 Cheapside London EC2V 6DN England +44 20-7862-4600 June 18, 2021 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ☐ Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page will be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this “cover page” shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 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 control number. Page 1 of 14 CUSIP No. M97628107 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 1 AMBLESIDE S.À R.L. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ 2 SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ 5 CITIZENSHIP OR PLACE OF ORGANIZATION 6 Luxembourg SOLE VOTING POWER 7 -0- SHARED VOTING POWER NUMBER OF SHARES 8 3,404,955 BENEFICIALLY OWNED BY EACH REPORTING PERSON SOLE DISPOSITIVE POWER WITH 9 -0- SHARED DISPOSITIVE POWER 10 3,404,955 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,404,955 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE ☐ INSTRUCTIONS) 12 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 4.1%(1) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO (1) The percentage set forth in row (13) is based on 82,652,098 outstanding ordinary shares on March 31, 2021 after giving effect to its issuance of 9,250,000 ordinary shares in its initial public offering, as disclosed in the Issuer's Registration Statement on Form F-1 dated June 7, 2021 and filed with the Securities and Exchange Commission on June 7, 2021. Page 2 of 14 CUSIP No. M97628107 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 1 VITRUVIAN III LUXEMBOURG S.À R.L. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ 2 SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ 5 CITIZENSHIP OR PLACE OF ORGANIZATION 6 Luxembourg SOLE VOTING POWER 7 -0- SHARED VOTING POWER NUMBER OF SHARES 8 3,404,955 BENEFICIALLY OWNED BY EACH REPORTING PERSON SOLE DISPOSITIVE POWER WITH 9 -0- SHARED DISPOSITIVE POWER 10 3,404,955 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,404,955 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE ☐ INSTRUCTIONS) 12 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 4.1%(1) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO (1) The percentage set forth in row (13) is based on 82,652,098 outstanding ordinary shares on March 31, 2021 after giving effect to its issuance of 9,250,000 ordinary shares in its initial public offering, as disclosed in the Issuer's Registration Statement on Form F-1 dated June 7, 2021 and filed with the Securities and Exchange Commission on June 7, 2021. Page 3 of 14 CUSIP No. M97628107 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 1 VIP III NOMINEES LIMITED CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ 2 SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ 5 CITIZENSHIP OR PLACE OF ORGANIZATION 6 England and Wales SOLE VOTING POWER 7 -0- SHARED VOTING POWER NUMBER OF SHARES 8 3,404,955 BENEFICIALLY OWNED BY EACH REPORTING PERSON SOLE DISPOSITIVE POWER WITH 9 -0- SHARED DISPOSITIVE POWER 10 3,404,955 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 3,404,955 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE ☐ INSTRUCTIONS) 12 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 4.1%(1) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO (1) The percentage set forth in row (13) is based on 82,652,098 outstanding ordinary shares on March 31, 2021 after giving effect to its issuance of 9,250,000 ordinary shares in its initial public offering, as disclosed in the Issuer's Registration Statement on Form F-1 dated June 7, 2021 and filed with the Securities and Exchange Commission on June 7, 2021. Page 4 of 14 CUSIP No. M97628107 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 1 VIP III LP CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ 2 SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ 5 CITIZENSHIP OR PLACE OF ORGANIZATION 6 England and Wales SOLE VOTING POWER 7 -0- SHARED VOTING POWER NUMBER OF SHARES 8 4,307,106 BENEFICIALLY OWNED BY EACH REPORTING PERSON SOLE DISPOSITIVE POWER WITH 9 -0- SHARED DISPOSITIVE POWER 10 4,307,106 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,307,106 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE ☐ INSTRUCTIONS) 12 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.2%(1) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO (1) The percentage set forth in row (13) is based on 82,652,098 outstanding ordinary shares on March 31, 2021 after giving effect to its issuance of 9,250,000 ordinary shares in its initial public offering, as disclosed in the Issuer's Registration Statement on Form F-1 dated June 7, 2021 and filed with the Securities and Exchange Commission on June 7, 2021. Page 5 of 14 CUSIP No. M97628107 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 1 VIP III CO-INVEST LP CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ 2 SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ 5 CITIZENSHIP OR PLACE OF ORGANIZATION 6 Jersey SOLE VOTING POWER 7 -0- SHARED VOTING POWER NUMBER OF SHARES 8 65,590 BENEFICIALLY OWNED BY EACH REPORTING PERSON SOLE DISPOSITIVE POWER WITH 9 -0- SHARED DISPOSITIVE POWER 10 65,590 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 65,590 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE ☐ INSTRUCTIONS) 12 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 0.1%(1) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO (1) The percentage set forth in row (13) is based on 82,652,098 outstanding ordinary shares on March 31, 2021 after giving effect to its issuance of 9,250,000 ordinary shares in its initial public offering, as disclosed in the Issuer's Registration Statement on Form F-1 dated June 7, 2021 and filed with the Securities and Exchange Commission on June 7, 2021. Page 6 of 14 CUSIP No. M97628107 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 1 VITRUVIAN PARTNERS LLP CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ 2 SEC USE ONLY 3 SOURCE OF FUNDS (SEE INSTRUCTIONS) 4 OO CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) ☐ 5 CITIZENSHIP OR PLACE OF ORGANIZATION 6 England and Wales SOLE VOTING POWER 7 -0- SHARED VOTING POWER NUMBER OF SHARES 8 4,372,696 BENEFICIALLY OWNED BY EACH REPORTING PERSON SOLE DISPOSITIVE POWER WITH 9 -0- SHARED DISPOSITIVE POWER 10 4,372,696 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,372,696 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE ☐ INSTRUCTIONS) 12 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.3%(1) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 PN, IA (1) The percentage set forth in row (13) is based on 82,652,098 outstanding ordinary shares on March 31, 2021 after giving effect to its issuance of 9,250,000 ordinary shares in its initial public offering, as disclosed in the Issuer's Registration Statement on Form F-1 dated June 7, 2021 and filed with the Securities and Exchange Commission on June 7, 2021.
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