| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PAYO | Common Stock | Award | +1.28M | 1.28M | Jun 25, 2021 | Direct | F1, F2, F3 | |||
| transaction | PAYO | Common Stock | Award | +1.56M | 1.56M | Jun 25, 2021 | By Trust | F1, F2, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PAYO | Earnout Rights | Award | +774K | 774K | Jun 25, 2021 | Common Stock | 774K | Direct | F5, F6 | ||||
| transaction | PAYO | Earnout Rights | Award | +183K | 183K | Jun 25, 2021 | Common Stock | 183K | By Trust | F5, F6 | ||||
| transaction | PAYO | Stock Option (Right to Buy) | Award | +1.78M | 1.78M | Jun 25, 2021 | Common Stock | 1.78M | $0.62 | Direct | F1, F2, F7 | |||
| transaction | PAYO | Stock Option (Right to Buy) | Award | +2.46M | 2.46M | Jun 25, 2021 | Common Stock | 2.46M | $1.41 | Direct | F1, F2, F8 | |||
| transaction | PAYO | Stock Option (Right to Buy) | Award | +278K | 278K | Jun 25, 2021 | Common Stock | 278K | $3.02 | Direct | F1, F2, F9 | |||
| transaction | PAYO | Stock Option (Right to Buy) | Award | +940K | 940K | Jun 25, 2021 | Common Stock | 940K | $2.80 | Direct | F1, F2, F10 | |||
| transaction | PAYO | Stock Option (Right to Buy) | Award | +1.29M | 1.29M | Jun 25, 2021 | Common Stock | 1.29M | $2.90 | Direct | F1, F2, F11 | |||
| transaction | PAYO | Stock Option (Right to Buy) | Award | +361K | 361K | Jun 25, 2021 | Common Stock | 361K | $2.74 | Direct | F1, F2, F12 | |||
| transaction | PAYO | Stock Option (Right to Buy) | Award | +266K | 266K | Jun 25, 2021 | Common Stock | 266K | $7.87 | Direct | F1, F2, F13 |
| 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 shares of Common Stock acquired pursuant to the Reorganization Agreement, including 940,940 shares of Common Stock underlying restricted stock units subject to time-based vesting. |
| F4 | Reflects shares of Common Stock acquired pursuant to the Reorganization Agreement, which are held of record by the Galit 2021 Trust (the "Galit Trust"). Members of the Reporting Person's immediate family are holders of the Galit Trust, and the Reporting Person may be deemed to exercise voting and investment power over such shares of Common Stock. The Reporting Person disclaims ownership of these shares of Common Stock except to the extent of his pecuniary interest therein. |
| F5 | 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. |
| F6 | 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. |
| F7 | This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 946,168 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 1,306,464 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 147,746 shares of common stock of Legacy Payoneer. |
| F10 | 763,750 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 500,000 shares of common stock of Legacy Payoneer. |
| F11 | 726,787 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 687,270 shares of common stock of Legacy Payoneer. |
| F12 | 112,800 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 192,000 shares of common stock of Legacy Payoneer. |
| F13 | 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 141,500 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. |