4//SEC Filing
Rosenblatt Charles 4
Accession 0000950103-21-009686
CIK 0001845815other
Filed
Jun 28, 8:00 PM ET
Accepted
Jun 29, 8:05 PM ET
Size
11.8 KB
Accession
0000950103-21-009686
Insider Transaction Report
Form 4
Rosenblatt Charles
Chief Strategy Officer
Transactions
- Award
Stock Option (Right to Buy)
2021-06-25+282,000→ 282,000 totalExercise: $2.74Exp: 2030-06-28→ Common Stock (282,000 underlying) - Award
Common Stock
2021-06-25+329,000→ 329,000 total - Award
Stock Option (Right to Buy)
2021-06-25+23,500→ 23,500 totalExercise: $7.87Exp: 2031-02-05→ Common Stock (23,500 underlying)
Footnotes (5)
- [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".
- [F2]Pursuant to the terms of the Reorganization Agreement, the shareholders of Legacy Payoneer at the effective time of the Reorganization (the "Effective Time") received 1.88 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 329,000 shares of Common Stock underlying restricted stock units subject to time-based vesting, acquired pursuant to the Reorganization Agreement.
- [F4]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 150,000 shares of common stock of Legacy Payoneer. The shares subject to this option vest ratably on a quarterly basis.
- [F5]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 12,500 shares of common stock of Legacy Payoneer. 25% of the shares subject to this option vest on February 5, 2022, and the remainder vest ratably on a quarterly basis thereafter.
Documents
Issuer
Payoneer Global Inc.
CIK 0001845815
Entity typeother
Related Parties
1- filerCIK 0001868949
Filing Metadata
- Form type
- 4
- Filed
- Jun 28, 8:00 PM ET
- Accepted
- Jun 29, 8:05 PM ET
- Size
- 11.8 KB