SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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1. Name and Address of Reporting Person*
GEE DAVID NICHOLAS

(Last) (First) (Middle)
94 SHLOMO SHMELZER ROAD

(Street)
PETAH TIKVA 4970602

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026
3. Issuer Name and Ticker or Trading Symbol
Cellebrite DI Ltd. [ CLBT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
Chief Marketing Officer
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary shares, par value NIS 0.00001 ("Ordinary Shares") 147,933(1)(2)(3)(4) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock options (5) 05/19/2034 Ordinary Shares 86,730 11.53 D
Explanation of Responses:
1. Includes 51,057 Ordinary Shares that are represented by restricted share units ("RSUs") that were granted on May 20, 2024, of which 5,673 vest on each of May 20, 2026 and every three months thereafter through May 20, 2028. Each RSU represents a contingent right to receive one Ordinary Share of the Issuer upon settlement.
2. Includes 7,836 Ordinary Shares that are represented by RSUs that were granted on February 11, 2025, of which 653 vest on each of May 11, 2026 and every three months thereafter through February 11, 2029.
3. Includes 22,694 Ordinary Shares that are represented by performance share units ("PSUs") that were granted on May 20, 2024, and vest based on the Issuer meeting certain total shareholder return thresholds for 60 consecutive trading days through May 20, 2028. Each PSU represents a contingent right to receive one Ordinary Share of the Issuer upon vesting and settlement.
4. Includes 66,346 Ordinary Shares that are represented by RSUs that were granted on February 10, 2026 and vest as follows: 16,594 vest on the one year anniversary of the grant date and 4,146 vest every three months thereafter through February 10, 2030.
5. Of these stock options, 37,950 are fully vested and exercisable and 5,420 vest on each of May 20, 2026 and every three months thereafter through May 20, 2028.
/s/ David Gee 03/18/2026
** Signature of Reporting Person Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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