Richard T. Scanlon - Jan 1, 2023 Form 3 Insider Report for Taboola.com Ltd. (TBLA)

Role
Director
Signature
/s/ John Ferrantino, Attorney-in-fact
Stock symbol
TBLA
Transactions as of
Jan 1, 2023
Transactions value $
$0
Form type
3
Date filed
1/3/2023, 03:28 PM
Next filing
Aug 15, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TBLA Ordinary Shares 77.2K Jan 1, 2023 Direct F1, F2, F3
holding TBLA Ordinary Shares 3.42M Jan 1, 2023 see footnote F4
holding TBLA Ordinary Shares 9.86M Jan 1, 2023 see footnote F5
holding TBLA Ordinary Shares 1.25M Jan 1, 2023 see footnote F6
holding TBLA Ordinary Shares 511K Jan 1, 2023 see footnote F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 18,006 ordinary shares.
F2 Includes 59,211 Restricted Share Units ("RSUs"). 100% of the RSUs will vest on June 30, 2023 subject to the Reporting Person's continuous service through the vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.
F3 The Reporting Person is the founder and managing partner of Marker LLC ("Marker") and is obligated to remit the proceeds of any sale of ordinary shares issued to the Reporting Person upon vesting of RSUs to Marker. As such, the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
F4 The ordinary shares are held directly by Marker Lantern 1 Ltd. ("Marker 1"). Marker Lantern Management Ltd. ("Marker Management") is the manager of Marker 1. The Reporting Person is a director of Marker Management and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker 1. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
F5 The ordinary shares are held directly by Marker Lantern II Ltd. ("Marker II"). Marker Lantern II Manager Ltd. ("Marker II Manager") is the manager of Marker II. The Reporting Person is a director of Marker II Manager and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker II. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
F6 The ordinary shares are held directly by Marker II LP Taboola Series E LP ("Marker II TSE"). Marker II GP, Ltd. ("Marker II GP") is the general partner of Marker II TSE. The Reporting Person is a director of Marker II GP and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker II TSE. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
F7 The ordinary shares are held directly by Marker Follow-On Fund, LP ("Marker Follow-On"). Marker Follow-On Fund GP, Ltd. ("Marker Follow-On GP") is the general partner of Marker Follow-On. The Reporting Person is a director of Marker Follow-On GP and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker Follow-On. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

Remarks:

Exhibit 24 - Power of Attorney (attached)