Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
GREYLOCK ISRAEL II LIMITED PARTNERSHIP
Jurisdiction of Incorporation/Organization
CA
Year of Incorporation/Organization
2011

Previous Name(s)

Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

10 ABBA EBAN BOULEVARD, BUILDING C
9TH FLOOR
HERZLIYA PITUACH, L3 46733
Phone Number: subscription required

Item 3. Related Persons

Name
L.P. GREYLOCK ISRAEL II GP,
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER

Item 3. Related Persons

Name
LTD. GREYLOCK ISRAEL MANAGER,
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response
GENERAL PARTNER OF THE GENERAL PARTNER

Item 4. Industry Group

POOLED INVESTMENT FUND - VENTURE CAPITAL FUND

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
First Sale Yet to Occur

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Pooled Investment Fund Interests

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
200000000
Total Amount Sold
0
Total Remaining to be Sold
200000000
Clarification of Response

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
0

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response
NET PROCEEDS ARE EXPECTED TO BE USED FOR WORKING CAPITAL, INCLUDING REIMBURSEMENT OF CERTAIN ORGANIZATIONAL EXPENSES INCURRED BY THE GP AND ITS AFFILIATES.

Signature and Submission

Issuer Name
GREYLOCK ISRAEL II LIMITED PARTNERSHIP
Issuer Signature
/S/ MOSHE MOR
Signer Name
MOSHE MOR
Signer Title
AUTHORIZED SIGNATORY OF THE GP OF THE GP OF THE ISSUER
Signature Date
03/30/2011

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