4//SEC Filing
Netter Zvika 4
Accession 0001140361-25-004439
CIK 0001835378other
Filed
Feb 12, 7:00 PM ET
Accepted
Feb 13, 8:42 PM ET
Size
18.5 KB
Accession
0001140361-25-004439
Insider Transaction Report
Form 4
Netter Zvika
DirectorChief Executive Officer
Transactions
- Disposition to Issuer
Common Stock
2025-02-13−4,960,733→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-13−314,254→ 0 totalExercise: $2.81Exp: 2031-04-29→ Common Stock (314,254 underlying) - Disposition to Issuer
Common Stock
2025-02-13−977,394→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
2025-02-13−1,334,644→ 0 totalExercise: $0.61Exp: 2030-11-15→ Common Stock (1,334,644 underlying) - Disposition to Issuer
Non-Qualified Stock Option (Right to Buy)
2025-02-13−506,390→ 0 totalExercise: $2.08Exp: 2032-06-17→ Common Stock (506,390 underlying) - Disposition to Issuer
Common Stock
2025-02-13−977,394→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2025-02-13−977,394→ 0 total(indirect: By Trust)
Footnotes (6)
- [F1]1. Includes 1,116,250 unvested restricted stock units previously granted to the Reporting Person pursuant to the Innovid Corp. 2021 Omnibus Incentive Plan, each of which represents the right to receive one share of common stock, par value $0.0001 per share (the "Common Stock") of Innovid Corp. (the "Issuer").
- [F2]Pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement") among Mediaocean LLC, Ignite Merger Sub, Inc. and the Issuer dated November 21, 2024, the shares of Common Stock held by the Reporting Person were canceled as of the Effective Time (as defined in the Merger Agreement) for the following consideration: (i) 3,844,483 shares of Common Stock were canceled and converted into the right to receive a lump sum cash payment equal to $3.15 per share of Common Stock; (ii) all unvested restricted stock units held by the Reporting Person were canceled (the "Canceled RSUs"), with (a) 458,750 of the Canceled RSUs converted into the right to receive a lump sum cash payment equal to $3.15 per share of Common Stock, and (b) 657,500 of the Canceled RSUs were exchanged for unvested restricted stock units of OceanKey TopCo LLP, subject to substantially similar terms as the Canceled RSUs, in each case subject to any applicable withholding taxes.
- [F3]Pursuant to the Merger Agreement (a) 561,640 shares of Common Stock were canceled as of the Effective Time and converted into the right to receive a lump sum cash payment equal to $3.15 per share of Common Stock and (b) 415,754 shares of Common Stock were disposed of as of the Effective Date in exchange for OceanKey TopCo LLP units subject to any applicable withholding taxes.
- [F4]Pursuant to the Merger Agreement (a) 561,640 shares of Common Stock were canceled as of the Effective Time and converted into the right to receive a lump sum cash payment equal to $3.15 per share of Common Stock and (b) 415,754 shares of Common Stock were disposed of as of the Effective Date in exchange for OceanKey TopCo LLP units subject to any applicable withholding taxes.
- [F5]Pursuant to the Merger Agreement (a) 561,640 shares of Common Stock were canceled as of the Effective Time and converted into the right to receive a lump sum cash payment equal to $3.15 per share of Common Stock and (b) 415,754 shares of Common Stock were disposed of as of the Effective Date in exchange for OceanKey TopCo LLP units subject to any applicable withholding taxes.
- [F6]Pursuant to the Merger Agreement, each outstanding stock option, whether vested or unvested as of the Effective Time, whose exercise price is less than $3.15 was vested, canceled and converted into the right to receive a lump sum cash payment, without interest, equal to the product of (x) the excess, if any, of $3.15 over the applicable exercise price per share of the Common Stock subject to such stock option multiplied by (y) the aggregate number of shares of Common Stock subject to such stock option, subject to all applicable withholding taxes. Any stock option whose exercise price was equal to or greater than $3.15 was canceled for zero consideration as of the Effective Time.
Documents
Issuer
Innovid Corp.
CIK 0001835378
Entity typeother
Related Parties
1- filerCIK 0001896248
Filing Metadata
- Form type
- 4
- Filed
- Feb 12, 7:00 PM ET
- Accepted
- Feb 13, 8:42 PM ET
- Size
- 18.5 KB