Levy Keren 4

Accession 0000950103-21-009683

CIK 0001845815other

View on SEC.gov Company Profile

Filed

Jun 28, 8:00 PM ET

Accepted

Jun 29, 7:51 PM ET

Size

34.5 KB

Accession

0000950103-21-009683

Insider Transaction Report

Form 4

Period: 2021-06-25

Payoneer Global Inc.PAYO

Levy Keren

Chief Operating Officer

Transactions

Award
Stock Option (Right to Buy)
2021-06-25+636,594→ 636,594 total
Exercise: $2.90Exp: 2029-02-20→ Common Stock (636,594 underlying)
Award
Stock Option (Right to Buy)
2021-06-25+300,800→ 300,800 total
Exercise: $0.62Exp: 2025-01-25→ Common Stock (300,800 underlying)
Award
Stock Option (Right to Buy)
2021-06-25+470,000→ 470,000 total
Exercise: $2.80Exp: 2028-02-04→ Common Stock (470,000 underlying)
Award
Stock Option (Right to Buy)
2021-06-25+189,120→ 189,120 total
Exercise: $0.54Exp: 2024-04-06→ Common Stock (189,120 underlying)
Award
Stock Option (Right to Buy)
2021-06-25+225,600→ 225,600 total
Exercise: $0.01Exp: 2030-03-17→ Common Stock (225,600 underlying)
Award
Stock Option (Right to Buy)
2021-06-25+141,000→ 141,000 total
Exercise: $0.01Exp: 2031-02-05→ Common Stock (141,000 underlying)
Award
Earnout Rights
2021-06-25+262,969→ 262,969 total
Exp: 2026-06-25→ Common Stock (262,969 underlying)
Award
Stock Option (Right to Buy)
2021-06-25+235,000→ 235,000 total
Exercise: $3.02Exp: 2027-02-11→ Common Stock (235,000 underlying)
Award
Stock Option (Right to Buy)
2021-06-25+429,016→ 429,016 total
Exercise: $1.41Exp: 2026-02-14→ Common Stock (429,016 underlying)
Award
Stock Option (Right to Buy)
2021-06-25+150,400→ 150,400 total
Exercise: $2.74Exp: 2030-03-17→ Common Stock (150,400 underlying)
Award
Common Stock
2021-06-25+231,458→ 231,458 total
Award
Stock Option (Right to Buy)
2021-06-25+94,000→ 94,000 total
Exercise: $7.87Exp: 2031-02-05→ Common Stock (94,000 underlying)

Footnotes (15)

[F1]Pursuant to the Agreement and Plan of Reorganization, dated as of February 3, 2021, as amended on February 16, 2021, May 10, 2021 and June 22, 2021, by and among New Starship Parent, Inc. ("New Starship"), Starship Merger Sub I Inc. ("Merger Sub I"), Starship Merger Sub II, Inc. ("Merger Sub II"), Payoneer Inc. ("Legacy Payoneer") and FTAC Olympus Acquisition Corp. ("SPAC"), Merger Sub I merged with and into SPAC, with SPAC surviving as a direct wholly owned subsidiary of New Starship (the "SPAC Merger") and, immediately after the SPAC Merger, Merger Sub II merged with and into Legacy Payoneer, with Legacy Payoneer surviving as a direct wholly owned subsidiary of New Starship, with New Starship subsequently changing its name to Payoneer Global Inc. (the "Issuer"). The transactions contemplated by the Agreement and Plan of Reorganization and the amendments thereto are referred to herein as the "Reorganization".
[F10]381,875 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 250,000 shares of common stock of Legacy Payoneer.
[F11]358,083 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 338,614 shares of common stock of Legacy Payoneer.
[F12]47,000 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 80,000 shares of common stock of Legacy Payoneer.
[F13]70,500 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 120,000 shares of common stock of Legacy Payoneer.
[F14]No shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 50,000 shares of common stock of Legacy Payoneer.
[F15]No shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 75,000 shares of common stock of Legacy Payoneer.
[F2]Pursuant to the terms of the Reorganization Agreement, the shareholders of Legacy Payoneer at the effective time of the Reorganization (the "Effective Time") received1.88] shares of common stock of the Issuer ("Common Stock") for each share of common stock of Legacy Payoneer held by them immediately prior to the Effective Time and certain rights to additional shares of Common Stock upon the achievement of certain milestones as described in the Reorganization Agreement (the "Earnout Rights"). Additionally, certain equity awards of Legacy Payoneer were cancelled and converted into equity awards of the Issuer.
[F3]Reflects shares of Common Stock acquired pursuant to the Reorganization Agreement.
[F4]Reflects Earnout Rights acquired pursuant to the Reorganization Agreement. Pursuant to earnout provisions in the Reorganization Agreement, the Reporting Person is entitled to receive such shares of Common Stock if, from the closing of the Reorganization (the "Closing") until the fifth anniversary thereof, the closing per share price of Common Stock exceeds certain thresholds as discussed below.
[F5]Of these Earnout Rights, one-half will be issued if the closing per share price of Common Stock is greater than or equal to $15.00 for any 20 trading days within any 30 trading day period within the first 30 months following the Closing, and one-half will be issued if the closing per share price of Common Stock is greater than or equal to $17.00 for any 20 trading days within any 30 trading day period within the first 60 months following the Closing. The issuance of such shares are subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement.
[F6]This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 200,000 shares of common stock of Legacy Payoneer.
[F7]This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 160,000 shares of common stock of Legacy Payoneer.
[F8]This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 228,200 shares of common stock of Legacy Payoneer.
[F9]This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 125,000 shares of common stock of Legacy Payoneer.

Documents

1 file

4
dp153334_4-levy.xmlPrimary
FORM 4

Issuer

Payoneer Global Inc.

CIK 0001845815

→

Entity typeother

Related Parties

filerCIK 0001868870

Filing Metadata

Form type: 4
Filed: Jun 28, 8:00 PM ET
Accepted: Jun 29, 7:51 PM ET
Size: 34.5 KB

View on SEC.gov