4//SEC Filing
Shany Gilad 4
Accession 0001213900-21-066331
CIK 0001835378other
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 4:15 PM ET
Size
13.5 KB
Accession
0001213900-21-066331
Insider Transaction Report
Form 4
ION Holdings 2, LP
10% Owner
Transactions
- Other
Warrants to purchase Common Stock
2021-12-18$1.00/sh+7,060,000$7,060,000→ 7,060,000 totalExercise: $11.50→ Common Stock (7,060,000 underlying) - Exercise/Conversion
Common Stock
2021-12-18+6,250,000→ 6,250,000 total
Transactions
- Other
Warrants to purchase Common Stock
2021-12-18$1.00/sh+7,060,000$7,060,000→ 7,060,000 totalExercise: $11.50→ Common Stock (7,060,000 underlying) - Exercise/Conversion
Common Stock
2021-12-18+6,250,000→ 6,250,000 total
Shany Gilad
Director
Transactions
- Exercise/Conversion
Common Stock
2021-12-18+6,250,000→ 6,250,000 total - Other
Warrants to purchase Common Stock
2021-12-18$1.00/sh+7,060,000$7,060,000→ 7,060,000 totalExercise: $11.50→ Common Stock (7,060,000 underlying)
Footnotes (6)
- [F1]As described in the ION Acquisition Corp 2 Ltd. ("ION") registration statement on Form S-1 (File No. 333-252440) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares were automatically convertible into shares of Innovid Corp. common stock (the "Common Stock") upon the closing of the business combination pursuant to that certain Agreement and Plan of Merger, dated as of June 24, 2021, by and among ION, Inspire Merger Sub 1, Inc., Inspire Merger Sub 2, LLC and Innovid, Inc. (the "Business Combination") on a one-for-one basis.
- [F2]ION Holdings 2, LP ("ION 2 LP"), is the record holder of the Common Stock. As the general partner of ION 2 LP, ION Acquisition Corp GP Ltd. ("ION GP") has voting and investment discretion with respect to the Common Stock. An investment committee comprised of three individuals, including Mr. Gilad Shany, makes voting and investment decisions in the Common Stock indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION 2 LP in the Common Stock to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the Common Stock held by ION 2 LP under Section 13(d) of the Exchange Act, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the Common Stock held by ION 2 LP, other than to the extent of any pecuniary interest therein.
- [F3]The warrants to purchase Common Stock, (the "Warrants") were purchased pursuant to the Private Placement Warrant Purchase Agreement, dated as of February 10, 2021, by and between ION and ION 2 LP.
- [F4]The Warrants become exercisable on the later of (i) 30 days after the closing of the Business Combination or (ii) 12 months from the closing of ION's initial public offering.
- [F5]The Warrants expire 5 years after the closing of the Business Combination or earlier upon redemption or liquidation, as described in ION's registration statement on Form S-1 (File No. 333-252440) filed with the SEC on February 12, 2021.
- [F6]ION 2 LP is the record holder of the Warrants. As the general partner of ION 2 LP, ION GP has voting and investment discretion with respect to the Common Stock underlying the Warrants held by ION 2 LP. An investment committee comprised of three individuals, including Mr. Gilad Shany, makes voting and investment decisions in the Common Stock underlying the Warrants indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION 2 LP in the Common Stock underlying the Warrants to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the Common Stock underlying the Warrants held by ION 2 LP under Section 13(d) of the Exchange Act, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the Common Stock underlying the Warrants held by ION 2 LP, other than to the extent of any pecuniary interest therein.
Documents
Issuer
Innovid Corp.
CIK 0001835378
Entity typeother
Related Parties
1- filerCIK 0001826218
Filing Metadata
- Form type
- 4
- Filed
- Dec 19, 7:00 PM ET
- Accepted
- Dec 20, 4:15 PM ET
- Size
- 13.5 KB