Technology Crossover Management VIII, Ltd. - Jun 25, 2021 Form 3 Insider Report for Payoneer Global Inc. (PAYO)

Role
May be part of a 13(d) group, 10%+ Owner
Signature
/s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, Ltd.
Stock symbol
PAYO
Transactions as of
Jun 25, 2021
Transactions value $
$0
Form type
3
Date filed
7/6/2021, 05:29 PM
Next filing
Oct 2, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PAYO Common Stock 41.7M Jun 25, 2021 See footnotes F1, F2, F5

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 Jun 25, 2021 Common Stock 4.89M See footnotes F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 29,665,110 shares held directly by TCV VIII, L.P., 7,999,744 shares held directly by TCV VIII (A), L.P., 1,842,451 shares held directly by TCV VIII (B), L.P. and 2,189,811 shares held directly by TCV Member Fund, L.P.
F2 Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM"), which in turn is the sole general partner of TCV VIII, L.P., TCV VIII (A), L.P. and TCV VIII (B), L.P. Management VIII is also a general partner of TCV Member Fund, L.P. Christopher P. Marshall, a Class A Director of Management VIII and a limited partner of TCM VIII and TCV Member Fund, L.P., serves as a director of the issuer and may have limited partner or other interests in one or more of the other entities described in this footnote 2.
F3 Earnout Rights acquired 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 (the "Reorganization Agreement"), by and among New Starship Parent, Inc., which subsequently changed its name to Payoneer Global Inc., Starship Merger Sub I Inc., Starship Merger Sub II, Inc., Payoneer Inc. and FTAC Olympus Acquisition Corp. Pursuant to earnout provisions in the Reorganization Agreement, TCV VIII, L.P., TCV VIII (A), L.P., TCV VIII (B), L.P. and TCV Member Fund, L.P. are entitled to receive 3,478,158, 937,949, 216,022 and 256,749 shares of Common Stock, respectively, if from June 25, 2021 until the fifth anniversary thereof, the closing per share price of Common Stock exceeds certain thresholds as discussed below.
F4 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 June 25, 2021, 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 June 25, 2021. The issuance of such shares are subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement.
F5 Each of the entities and individual described above are referred to herein as "Reporting Persons." Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its or his respective pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose.

Remarks:

Exhibit 99.1 (Signatures and Joint Filer Information)