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

Role
Chief Operating Officer
Signature
/s/ Karen Levy
Stock symbol
PAYO
Transactions as of
Jun 25, 2021
Transactions value $
$0
Form type
4
Date filed
6/29/2021, 07:51 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 +231K 231K 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 +263K 263K Jun 25, 2021 Common Stock 263K Direct F4, F5
transaction PAYO Stock Option (Right to Buy) Award +189K 189K Jun 25, 2021 Common Stock 189K $0.54 Direct F1, F2, F6
transaction PAYO Stock Option (Right to Buy) Award +301K 301K Jun 25, 2021 Common Stock 301K $0.62 Direct F1, F2, F7
transaction PAYO Stock Option (Right to Buy) Award +429K 429K Jun 25, 2021 Common Stock 429K $1.41 Direct F1, F2, F8
transaction PAYO Stock Option (Right to Buy) Award +235K 235K Jun 25, 2021 Common Stock 235K $3.02 Direct F1, F2, F9
transaction PAYO Stock Option (Right to Buy) Award +470K 470K Jun 25, 2021 Common Stock 470K $2.80 Direct F1, F2, F10
transaction PAYO Stock Option (Right to Buy) Award +637K 637K Jun 25, 2021 Common Stock 637K $2.90 Direct F1, F2, F11
transaction PAYO Stock Option (Right to Buy) Award +150K 150K Jun 25, 2021 Common Stock 150K $2.74 Direct F1, F2, F12
transaction PAYO Stock Option (Right to Buy) Award +226K 226K Jun 25, 2021 Common Stock 226K $0.01 Direct F1, F2, F13
transaction PAYO Stock Option (Right to Buy) Award +94K 94K Jun 25, 2021 Common Stock 94K $7.87 Direct F1, F2, F14
transaction PAYO Stock Option (Right to Buy) Award +141K 141K Jun 25, 2021 Common Stock 141K $0.01 Direct F1, F2, F15
* 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") received1.88] 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.
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, 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.
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 200,000 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 160,000 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 228,200 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 125,000 shares of common stock of Legacy Payoneer.
F10 381,875 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.
F11 358,083 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 338,614 shares of common stock of Legacy Payoneer.
F12 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.
F13 70,500 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 120,000 shares of common stock of Legacy Payoneer.
F14 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.
F15 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 75,000 shares of common stock of Legacy Payoneer.