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

Role: Chief Financial Officer
Signature: /s/ Michael Levine
Stock symbol: PAYO
Transactions as of: Jun 25, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/29/2021, 07:44 PM
Next filing: Sep 13, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PAYO	Common Stock	Award		+951K			951K	Jun 25, 2021	Direct	F1, F2, F3

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		+295K			295K	Jun 25, 2021	Common Stock	295K		Direct	F4, F5
transaction	PAYO	Stock Option (Right to Buy)	Award		+113K			113K	Jun 25, 2021	Common Stock	113K	$0.62	Direct	F1, F2, F6
transaction	PAYO	Stock Option (Right to Buy)	Award		+752K			752K	Jun 25, 2021	Common Stock	752K	$1.41	Direct	F1, F2, F7
transaction	PAYO	Stock Option (Right to Buy)	Award		+235K			235K	Jun 25, 2021	Common Stock	235K	$3.02	Direct	F1, F2, F8
transaction	PAYO	Stock Option (Right to Buy)	Award		+470K			470K	Jun 25, 2021	Common Stock	470K	$2.80	Direct	F1, F2, F9
transaction	PAYO	Stock Option (Right to Buy)	Award		+606K			606K	Jun 25, 2021	Common Stock	606K	$2.90	Direct	F1, F2, F10
transaction	PAYO	Stock Option (Right to Buy)	Award		+150K			150K	Jun 25, 2021	Common Stock	150K	$2.74	Direct	F1, F2, F11
transaction	PAYO	Stock Option (Right to Buy)	Award		+94K			94K	Jun 25, 2021	Common Stock	94K	$7.87	Direct	F1, F2, F12

* 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 shares of Common Stock acquired pursuant to the Reorganization Agreement, including 366,600 shares of Common Stock underlying restricted stock units subject to time-based vesting.
F4	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
F5	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.
F6	This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 60,000 shares of common stock of Legacy Payoneer.
F7	This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 339,924 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 125,000 shares of common stock of Legacy Payoneer.
F9	381,891 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 250,000 shares of common stock of Legacy Payoneer.
F10	340,785 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 322,256 shares of common stock of Legacy Payoneer.
F11	47,000 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 80,000 shares of common stock of Legacy Payoneer.
F12	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.