Gilad Gruber - Feb 4, 2022 Form 3 Insider Report for Payoneer Global Inc. (PAYO)

Role
Chief Technology Officer
Signature
/s/ Gilad Gruber
Stock symbol
PAYO
Transactions as of
Feb 4, 2022
Transactions value $
$0
Form type
3
Date filed
2/14/2022, 07:44 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PAYO Common Stock 206K Feb 4, 2022 Direct F1, F2, F3, F4

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
holding PAYO Earnout Rights Feb 4, 2022 Common Stock 15.5K Direct F5
holding PAYO Stock Option (Right to Buy) Feb 4, 2022 Common Stock 188K $2.85 Direct F6
holding PAYO Stock Option (Right to Buy) Feb 4, 2022 Common Stock 30.1K $2.74 Direct F7
holding PAYO Stock Option (Right to Buy) Feb 4, 2022 Common Stock 90.2K $2.74 Direct F8
holding PAYO Stock Option (Right to Buy) Feb 4, 2022 Common Stock 18.8K $7.87 Direct F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 65,800 shares of Common Stock underlying restricted stock units subject to time-based vesting, granted to the reporting person on February 5, 2021. One-fourth of these restricted stock units vested on the first anniversary of the grant date, and the remainder will vest ratably in approximately 1/16 installments on a quarterly basis, provided that the Reporting Person remains in continuous service on each applicable vesting date.
F2 Represents 20,000 shares of Common Stock underlying restricted stock units granted to the reporting person on September 9, 2021. One-half of these restricted stock units will vest and settle into shares of Common Stock if, at any time during the first 30 months immediately following June 25, 2021 (which was the closing date of the reorganization agreement dated February 3, 2021, as amended, relating to the Issuer (the "Closing" and the "Reorganization Agreement", respectively)), the closing per share price of the Issuer's Common Stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period and, after taking into account any vesting in accordance with the foregoing, the remaining one-half of these restricted stock units will vest and settle into shares of Common Stock if,
F3 at any time during the 60 months immediately following June 25, 2021, the closing per share price of the Issuer's Common Stock is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period, in each case, provided that the Reporting Person remains in continuous service on each applicable vesting date.
F4 Represents 120,000 shares of Common Stock underlying restricted stock units subject to time-based vesting, granted to the reporting person on December 6, 2021. One-fourth of these restricted stock units will vest on the first anniversary of the grant date, and the remainder will vest ratably in approximately 1/16 installments on a quarterly basis, provided that the Reporting Person remains in continuous service on each applicable vesting date.
F5 Reflects Earnout Rights to receive shares of Common Stock if, from the Closing of the Reorganization Agreement until the fifth anniversary thereof, the closing per share price of Common Stock exceeds certain thresholds as discussed below. 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 is subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement.
F6 141,000 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.
F7 13,160 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.
F8 39,480 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.
F9 4,700 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.