Oded Edri - Jun 25, 2021 Form 4 Insider Report for Payoneer Global Inc. (PAYO)

Role
Chief Accounting Officer
Signature
/s/ Oded Edri
Stock symbol
PAYO
Transactions as of
Jun 25, 2021
Transactions value $
$0
Form type
4
Date filed
6/29/2021, 06:01 PM
Next filing
Sep 13, 2021

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PAYO Earnout Rights Award +15.2K 15.2K Jun 25, 2021 Common Stock 15.2K Direct F1, F2, F3, F4
transaction PAYO Stock Option (Right to Buy) Award +165K 165K Jun 25, 2021 Common Stock 165K $2.85 Direct F1, F2, F5
transaction PAYO Stock Option (Right to Buy) Award +30.1K 30.1K Jun 25, 2021 Common Stock 30.1K $2.74 Direct F1, F2, F6
transaction PAYO Stock Option (Right to Buy) Award +45.1K 45.1K Jun 25, 2021 Common Stock 45.1K $0.01 Direct F1, F2, F7
transaction PAYO Stock Option (Right to Buy) Award +37.6K 37.6K Jun 25, 2021 Common Stock 37.6K $7.87 Direct F1, F2, F8
transaction PAYO Stock Option (Right to Buy) Award +94K 94K Jun 25, 2021 Common Stock 94K $0.01 Direct F1, F2, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 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.
F4 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.
F5 106,338 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 100,000 shares of common stock of Legacy Payoneer. The unvested shares subject to this option vest ratably on a quarterly basis.
F6 9,400 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 16,000 shares of common stock of Legacy Payoneer. The unvested shares subject to this option vest ratably on a quarterly basis
F7 14,100 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 24,000 shares of common stock of Legacy Payoneer. The unvested shares subject to this option vest ratably on a quarterly basis.
F8 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 20,000 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.
F9 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. 25% of the shares subject to this option vest on February 5, 2022, and the remainder vest ratably on a quarterly basis thereafter.