Eldad Maniv - Jan 1, 2023 Form 3 Insider Report for Taboola.com Ltd. (TBLA)

Role: President and COO
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, 03:44 PM
Next filing: Feb 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TBLA	Ordinary Shares						9.08M	Jan 1, 2023	Direct	F1, F2, F3, F4

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
holding	TBLA	Share Option (Right to Buy)							Jan 1, 2023	Ordinary Shares	270K	$0.91	Direct	F4, F5
holding	TBLA	Share Option (Right to Buy)							Jan 1, 2023	Ordinary Shares	1.44M	$8.21	Direct	F6

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

Explanation of Responses:

Id	Content
F1	Includes 5,917,041 ordinary shares.
F2	Includes 1,727,038 vested Restricted Share Units ("RSUs"). The RSUs will not convert to ordinary shares until the satisfaction of additional time-based settlement conditions to occur in four variable installments during 2023. The settlements are not conditioned on the Reporting Person's provision of service on settlement date. Each RSU represents the right to receive one ordinary share upon settlement.
F3	Includes 1,437,229 RSUs which vested or shall vest in equal quarterly installments through 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs will not convert to ordinary shares until the satisfaction of additional time-based settlement conditions to occur in variable installments through 2026. The settlements are not conditioned on the Reporting Person's provision of service on settlement date. Each RSU represents the contingent right to receive one ordinary share of the Issuer upon vesting and settlement.
F4	In November 2022, the Reporting Person irrevocably conveyed his rights to direct the transfer of the reported shares or their proceeds, in each case including the shares underlying RSUs and share options, to a trust for which the Reporting Person's spouse is the sole beneficiary. The Reporting Person disclaims beneficial ownership for the purpose of Section 16 of the Securities Exchange Act of 1934 ("Section 16"), except to the extent of his indirect pecuniary interest, if any, and his dispositive power, if any, therein. This report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
F5	Immediately exercisable.
F6	1/16th of the share option award vested on January 1, 2022, and 1/16th of the remaining shares subject to the option award vested or shall vest in equal quarterly installments thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.

Remarks:

Exhibit 24 - Power of Attorney (attached)