ION Holdings 3, LP - Jul 26, 2021 Form 4 Insider Report for ION Acquisition Corp 3 Ltd. (IACC)

Role: 10%+ Owner
Signature: /s/ Anthony Reich Attorney-in-Fact for ION Holdings 3, LP
Stock symbol: IACC
Transactions as of: Jul 26, 2021
Transactions value $: $0
Form type: 4
Date filed: 7/27/2021, 06:32 AM

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	IACC	Options to Purchase Class B Ordinary Shares	Other		-25K	-50%		25K	Jul 26, 2021	Class A Ordinary Shares	25K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	ION Holdings 3, LP ("ION 3 LP") granted 25,000 options (the "Options") to Shira Fayans Birenbaum, each allowing for the purchase of one Class B ordinary share, par value $0.0001 per share, of ION Acquisition Corp 3 Ltd. (the "Issuer") immediately prior to her appointment as a director of the Issuer. Shira Fayans Birenbaum paid ION 3 LP an aggregate amount of $25.00 in consideration for the grant of the Options, or $0.001 per Option. The aggregate exercise price for all 25,000 Options is $73.81, or $0.003 per Option. The Options shall be exercised on the date of the close of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses and the Issuer.
F2	ION 3 LP is the record holder of the ordinary shares. As the general partner of ION 3 LP, ION Acquisition Corp GP Ltd. ("ION GP") has voting and investment discretion with respect to the ordinary shares held by ION 3 LP. An investment committee comprised of five individuals, including Mr. Gilad Shany, makes voting and investment decisions in the ordinary shares indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION 3 LP in the ordinary shares to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the ordinary shares held by ION 3 LP under Section 13(d) of the Securities Exchange Act of 1934, as amended, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the ordinary shares held by ION 3 LP, other than to the extent of any pecuniary interest therein.

Content

ION Holdings 3, LP ("ION 3 LP") granted 25,000 options (the "Options") to Shira Fayans Birenbaum, each allowing for the purchase of one Class B ordinary share, par value $0.0001 per share, of ION Acquisition Corp 3 Ltd. (the "Issuer") immediately prior to her appointment as a director of the Issuer. Shira Fayans Birenbaum paid ION 3 LP an aggregate amount of $25.00 in consideration for the grant of the Options, or $0.001 per Option. The aggregate exercise price for all 25,000 Options is $73.81, or $0.003 per Option. The Options shall be exercised on the date of the close of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses and the Issuer.

ION 3 LP is the record holder of the ordinary shares. As the general partner of ION 3 LP, ION Acquisition Corp GP Ltd. ("ION GP") has voting and investment discretion with respect to the ordinary shares held by ION 3 LP. An investment committee comprised of five individuals, including Mr. Gilad Shany, makes voting and investment decisions in the ordinary shares indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION 3 LP in the ordinary shares to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the ordinary shares held by ION 3 LP under Section 13(d) of the Securities Exchange Act of 1934, as amended, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the ordinary shares held by ION 3 LP, other than to the extent of any pecuniary interest therein.