SC 13G 1 p19128_13g.txt FORM SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No._______)* PowerDsine Ltd. -------------------------------------------------------------------------------- (Name of Issuer) Ordinary shares, par value NIS 0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) M41415 10 6 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2004 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall 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 to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("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). (Continued on following pages) Page 1 of 14 Exhibit Index on Page 13

CUSIP # 41415 10 6 Page 8 of 14 ITEM 1(A). NAME OF ISSUER -------------- PowerDsine Ltd ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES ----------------------------------------------- 1 Hanagar Street, Neve Ne'eman Industrial Zone, Hod Hasharon, Israel 45421 ITEM 2(A). NAME OF PERSONS FILING ---------------------- This Schedule is filed by Jerusalem Venture Partners, L.P., a Delaware limited partnership ("JVP"), Jersualem Venture Partners (Israel), L.P., an Israel limited partnership ("JVP (Israel)"), Jerusalem Partners, L.P., a Delaware limited partnership ("JP"), Jerusalem Venture Partners (Israel) Management Ltd., an Israeli corporation ("JVPIM"), Jerusalem Venture Partners Corporation, a Cayman Islands corporation ("JVPC") and Erel Margalit ("Margalit"). The foregoing entities and individuals are collectively referred to as the "Reporting Persons." JP, the general partner of JVP, and JVPIM, the general partner of JVP (Israel), may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by JVP and JVP (Israel), respectively. JVPC, the general partner of JP, may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by JVP. Margalit is an officer of JVPC and JVPIM and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly owned by JVP and JVP (Israel), respectively. ITEM 2(B). ADDRESS OF PRINCIPAL OFFICE --------------------------- The address for each of the Reporting Persons is: Jerusalem Venture Partners 41 Madison Ave, 25th Floor New York, NY 10010 USA ITEM 2(C) CITIZENSHIP ----------- JVP and JP are Delaware limited partnerships. JVP Israel is an Israel limited partnership. JVPIM is an Israeli corporation. JVPC is a Cayman Islands corporation. Margalit is an Israeli citizen. ITEM 2(D) AND (E). TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER --------------------------------------------- Ordinary shares, par value NIS 0.01 per share CUSIP # M41415 10 6 ITEM 3. Not Applicable -------------- ITEM 4. OWNERSHIP --------- The following information with respect to the ownership of the ordinary shares of the issuer by the persons filing this Statement is provided as of December 31, 2004: CUSIP # 41415 10 6 Page 9 of 14 (a) Amount beneficially owned: See Row 9 of cover page for each Reporting Person. (b) Percent of Class: See Row 11 of cover page for each Reporting Person. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. (ii) Shared power to vote or to direct the vote: See Row 6 of cover page for each Reporting Person. (iii) Sole power to dispose or to direct the disposition of: See Row 7 of cover page for each Reporting Person. (iv) Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS -------------------------------------------- Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. ------------------------------------------------ Under certain circumstances set forth in the limited partnership agreements of JVP, JVP (Israel) and JP, the general and limited partners of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they are a partner. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY --------------------------------------------------------- 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. ------------- Not applicable. CUSIP # 41415 10 6 Page 10 of 14 SIGNATURES 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. Date: February 14, 2005 JERUSALEM VENTURE PARTNERS, L.P., a Delaware Limited Partnership By: Jerusalem Partners, L.P. its General Partner By: Jerusalem Venture Partners Corporation its General Partner By: /s/ Erel Margalit ------------------------------------ Erel Margalit, Officer JERUSALEM VENTURE PARTNERS (Israel), L.P., an Israel Limited Partnership By: Jerusalem Venture Partners (Israel) Management Ltd. its General Partner By: /s/ Erel Margalit ------------------------------------ Erel Margalit, Officer JERUSALEM PARTNERS, L.P., a Delaware Limited Partnership By: Jerusalem Venture Partners Corporation its General Partner By: /s/ Erel Margalit ------------------------------------ Erel Margalit, Officer JERUSALEM VENTURE PARTNERS CORPORATION, a Cayman Islands Corporation By: /s/ Erel Margalit ------------------------------------ Erel Margalit, Officer CUSIP # 41415 10 6 Page 11 of 14 JERUSALEM VENTURE PARTNERS (ISRAEL) MANAGEMENT LTD., an Israeli Corporation By: /s/ Erel Margalit ------------------------------------ Erel Margalit, Officer EREL MARGALIT By: /s/ Erel Margalit ------------------------------------ Erel Margalit CUSIP # 41415 10 6 Page 12 of 14 EXHIBIT INDEX ------------- Found on Sequentially Exhibit Numbered Page ------- ------------- Exhibit A: Agreement of Joint Filing 13 CUSIP # 41415 10 6 Page 13 of 14 EXHIBIT A Agreement of Joint Filing The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the common stock of PowerDsine Ltd. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. Date: February 14, 2005 Date: February 14, 2005 JERUSALEM VENTURE PARTNERS, L.P., a Delaware Limited Partnership By: Jerusalem Partners, L.P. its General Partner By: Jerusalem Venture Partners Corporation its General Partner By: /s/ Erel Margalit ------------------------------------ Erel Margalit, Officer Date: February 14, 2005 JERUSALEM VENTURE PARTNERS (Israel), L.P., an Israel Limited Partnership By: Jerusalem Venture Partners (Israel) Management Ltd. its General Partner By: /s/ Erel Margalit ------------------------------------ Erel Margalit, Officer Date: February 14, 2005 JERUSALEM PARTNERS, L.P., a Delaware Limited Partnership By: Jerusalem Venture Partners Corporation its General Partner By: /s/ Erel Margalit ------------------------------------ Erel Margalit, Officer Date: February 14, 2005 JERUSALEM VENTURE PARTNERS CORPORATION, a Cayman Islands Corporation By: /s/ Erel Margalit --------------------------------- Erel Margalit, Officer Date: February 14, 2005 JERUSALEM VENTURE PARTNERS (ISRAEL) MANAGEMENT LTD., an Israeli Corporation By: /s/ Erel Margalit ------------------------------------ Erel Margalit, Officer Date: February 14, 2005 EREL MARGALIT By: /s/ Erel Margalit ------------------------------------ Erel Margalit

POWERDSINE LTD SC 13G