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

Role: Chief Technology Officer
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		+2.25M			2.25M	Nov 30, 2021	Direct	F1
transaction	CTV	Common Stock	Award		+1.2M			1.2M	Nov 30, 2021	By Family Trust #1	F1
transaction	CTV	Common Stock	Award		+1.2M			1.2M	Nov 30, 2021	By Family Trust #2	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		+107K			107K	Nov 30, 2021	Common Stock	107K	$2.81	Direct	F1, F2, F3
transaction	CTV	Stock Options	Award		+66.9K			66.9K	Nov 30, 2021	Common Stock	66.9K	$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, in each case, 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.