John Caplan - Jul 1, 2022 Form 4 Insider Report for Payoneer Global Inc. (PAYO)

Role
Co-Chief Executive Officer, Director
Signature
/s/ John Caplan
Stock symbol
PAYO
Transactions as of
Jul 1, 2022
Transactions value $
$0
Form type
4
Date filed
7/6/2022, 09:20 PM
Previous filing
Jun 2, 2022
Next filing
May 26, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PAYO Common Stock Award $0 +2M $0.00 2M Jul 1, 2022 Direct F1
transaction PAYO Common Stock Award $0 +2.5M +125% $0.00 4.5M Jul 1, 2022 Direct 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 Stock Option (Right to Buy) Award +500K 500K Jul 1, 2022 Common Stock 500K $3.98 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Common Stock underlying restricted stock units subject to time-based vesting, granted to the Reporting Person on July 1, 2022 in connection with the Reporting Person's appointment as Co-Chief Executive Officer of the Issuer, under the Issuer's Omnibus Equity Incentive Plan. One-fourth of these restricted stock units will vest on May 25, 2023, and the remainder will vest ratably in approximately 1/16 installments of the total number of time-based restricted stock units on a quarterly basis thereafter, provided that the Reporting Person remains in continuous service on each applicable vesting date.
F2 Represents the maximum amount of shares of Common Stock underlying restricted stock units that will vest upon the achievement of both a time-based vesting condition and a stock price based performance condition and that were granted to the Reporting Person on July 1, 2022 under the Issuer's Omnibus Equity Incentive Plan in connection with the Reporting Person's appointment as Co-Chief Executive Officer of the Issuer. One-fourth of the Reporting Person's restricted stock units will satisfy the time-based vesting condition on May 25, 2023 and the remainder will satisfy the time-based vesting condition in 1/16 installments of the total number of restricted stock units on a quarterly basis thereafter, provided that the Reporting Person remains in continuous service on each applicable time-vesting date.
F3 The stock price based performance condition will be determined to have been achieved with respect to 500,000 restricted stock units (up to a maximum of 2,500,000 restricted stock units) upon the achievement of each of the following target stock prices: $9.00, $11.00, $13.00, $15.00, and $20.00, with the target stock prices only deemed to have been achieved if the closing price of the Issuer's stock is at or above the applicable target stock price for a minimum of 20 out of 30 consecutive trading days within ten years of the date of grant, subject to the Reporting Person remaining in continuous service through the achievement of each of the applicable target stock prices.
F4 Represents stock options granted to the Reporting Person on July 1, 2022 in connection with the Reporting Person's appointment as Co-Chief Executive Officer of the Issuer, under the Issuer's Omnibus Equity Incentive Plan. One-fourth of these stock options will vest on May 25, 2023, and the remainder will vest ratably in approximately 1/16 installments of the total number of stock options on a quarterly basis thereafter, provided that the Reporting Person remains in continuous service on each applicable vesting date.