Ryan M. Gilbert - Jun 25, 2021 Form 4 Insider Report for FTAC Olympus Acquisition Corp. (FTOC)

Role
President and CEO, Director, 10%+ Owner
Signature
/s/ Amanda Abrams, as attorney-in-fact
Stock symbol
FTOC
Transactions as of
Jun 25, 2021
Transactions value $
-$8,318,330
Form type
4
Date filed
6/29/2021, 07:53 PM
Next filing
Nov 18, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FTOC Class A Common Stock Options Exercise +7.45M +343.52% 9.62M Jun 25, 2021 By FTAC Olympus Sponsor, LLC F1, F2, F3
transaction FTOC Class A Common Stock Options Exercise +10M 10M Jun 25, 2021 By FTAC Olympus Advisors, LLC F1, F2, F3
transaction FTOC Class A Common Stock Disposed to Issuer -9.62M -100% 0 Jun 25, 2021 By FTAC Olympus Sponsor, LLC F2, F3, F4
transaction FTOC Class A Common Stock Disposed to Issuer -10M -100% 0 Jun 25, 2021 By FTAC Olympus Advisors, LLC F2, F3, 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
transaction FTOC Warrants Disposed to Issuer -$8.32M -723K -100% $11.50 0 Jun 25, 2021 Class A Common Stock 723K By FTAC Olympus Sponsor, LLC F2, F6, F7, F8
transaction FTOC Class B Common Stock Disposed to Issuer -868K -10% 7.81M Jun 25, 2021 Class A Common Stock 868K By FTAC Olympus Sponsor, LLC F2, F6, F9
transaction FTOC Class B Common Stock Disposed to Issuer -1.07M -10% 9.66M Jun 25, 2021 Class A Common Stock 1.07M By FTAC Olympus Advisors, LLC F2, F6, F9
transaction FTOC Class B Common Stock Other -526K -6.73% 7.29M Jun 25, 2021 Class A Common Stock 526K By FTAC Olympus Sponsor, LLC F2, F9, F10
transaction FTOC Class B Common Stock Other -669K -6.93% 8.99M Jun 25, 2021 Class A Common Stock 669K By FTAC Olympus Advisors, LLC F2, F9, F10
transaction FTOC Class B Common Stock Other +168K +2.3% 7.45M Jun 25, 2021 Class A Common Stock 168K By FTAC Olympus Sponsor, LLC F2, F9, F10
transaction FTOC Class B Common Stock Other +1.03M +11.43% 10M Jun 25, 2021 Class A Common Stock 1.03M By FTAC Olympus Advisors, LLC F2, F9, F10
transaction FTOC Class B Common Stock Options Exercise -7.45M -100% 0 Jun 25, 2021 Class A Common Stock 7.45M FTAC Olympus Sponsor, LLC F1, F2, F9
transaction FTOC Class B Common Stock Options Exercise -10M -100% 0 Jun 25, 2021 Class A Common Stock 10M FTAC Olympus Advisors, LLC F1, F2, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ryan M. Gilbert is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On June 25, 2021 (the "Closing Date"), FTAC Olympus Acquisition Corp. (the "Issuer") completed its reorganization (the "Reorganization") contemplated by that certain Agreement and Plan of Reorganization, dated as of February 3, 2021, as amended on February 16, 2021 and on May 10, 2021 (as it may be further amended or modified, the "Reorganization Agreement"), by and among the Issuer, New Starship Parent Inc. ("New Payoneer"), Starship Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer, Starship Merger Sub II Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer, and Payoneer Inc., a Delaware corporation (the "Reorganization Agreement"), the parties effected a business combination, concurrent with the consummation of the Reorganization, the shares of Class B Common Stock were converted into Class A Common Stock of the Issuer.
F2 The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.
F3 These shares are held directly by the Issuer's sponsors, FTAC Olympus Sponsor, LLC ("Olympus Sponsor") and FTAC Olympus Advisors, LLC ("Olympus Advisors"), as indicated, which are co-managed by the reporting person.
F4 Disposed of pursuant to the Reorganization Agreement in exchange for 9,624,365 shares of New Payoneer common stock on the Closing Date of the Reorganization.
F5 Disposed of pursuant to Reorganization Agreement in exchange for 10,015,620 shares of New Payoneer common stock on the Closing Date of the Reorganization.
F6 These securities were forfeited in connection with the Sponsor Share Surrender and Share Restriction Agreement entered into on February 3, 2021 between New Payoneer, Payoneer Inc., the Issuer, Olympus Sponsor and Olympus Advisors in connection with the Reorganization.
F7 In the absence of the forfeiture, the warrants would become exercisable at the later of 30 days after the consummation of the Issuer's Reorganization or 12 months from the completion of the Issuer's initial public offering.
F8 The warrants would have expired five years after the consummation of the Issuer's Reorganization or earlier upon redemption of all of the Issuer's outstanding Class A ordinary shares or the Issuer's liquidation.
F9 The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents and have no expiration date.
F10 Represents shares transferred to other members of Olympus Sponsor and Olympus Advisors pursuant to certain side letters by and among certain members of Olympus Sponsor and Olympus Advisors.

Remarks:

On June 24, 2021, FTAC Olympus Acquisition Corp., a Delaware corporation, became the successor of FTAC Olympus Acquisition Corp., a Cayman Island exempted company, pursuant to a redomestication. The merger had the effect of changing of FTAC Olympus Acquisition Corp.'s domicile, but did not alter the proportionate interests of security holders.