Zvika Netter - Nov 30, 2021 Form 4 Insider Report for Innovid Corp. (CTV)

Role
Chief Executive Officer, Director
Signature
/s/ Nabilah Irshad, Attorney-in-fact
Stock symbol
CTV
Transactions as of
Nov 30, 2021
Transactions value $
$0
Form type
4
Date filed
12/2/2021, 07:12 PM
Next filing
Apr 22, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTV Common Stock Award +2.41M 2.41M Nov 30, 2021 Direct F1
transaction CTV Common Stock Award +977K 977K Nov 30, 2021 By Family Trust #1 F1
transaction CTV Common Stock Award +977K 977K Nov 30, 2021 By Family Trust #2 F1
transaction CTV Common Stock Award +977K 977K Nov 30, 2021 By Family Trust #3 F1

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 CTV Stock Options Award +314K 314K Nov 30, 2021 Common Stock 314K $2.81 Direct F1, F2, F3
transaction CTV Stock Options Award +1.33M 1.33M Nov 30, 2021 Common Stock 1.33M $0.61 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 30, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of June 24, 2021, by and among ION Acuqisition Corp 2 Ltd. ("ION"), Inspire Merger Sub 1, Inc.. ("Merger Sub"), Inspire Merger Sub 2, LLC ("Merger Sub 2") and Innovid, Inc. ("Innovid"), (i) Merger Sub merged with and into Innovid (the "First Merger"), with Innovid surviving as a wholly owned subsidiary of ION (the "Surviving Corporation"), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation merged with and into Merger Sub 2 (the "Second Merger"), with Merger Sub 2 being the surviving entity in the Second Merger and continuing as a wholly-owned subsidiary of ION. Upon the effective time of the First Merger (the "Effective Time"), each issued and outstanding share of common stock of Innovid was automatically cancelled and converted into approximately 1.337 (the "Exchange Ratio") shares of common stock of ION.
F2 25% of the shares subject to the option vested or will vest 12 months after the grant date, and l/12th of the shares subject to the options vested or will vest quarterly thereafter, subject to continued service through each vesting date. Upon a termination by Innovid without cause or by the named executive for good reason, 50% of all unvested option shall vest. In the event such qualifying termination occurs within 12 months following a qualifying corporate transaction, all unvested shares subject to the option will accelerate and vest.
F3 At the Effective Time, each outstanding option to purchase shares of Innovid common stock (each, an "Innovid Option") was automatically cancelled and converted into an option to purchase a number of shares of common stock of ION equal to (i) the number of shares of Innovid common stock subject to the applicable Innovid Option multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share.