Richard T. Scanlon - Aug 11, 2023 Form 4 Insider Report for Taboola.com Ltd. (TBLA)

Role: Director
Signature: /s/ John Ferrantino, Attorney-in-fact
Stock symbol: TBLA
Transactions as of: Aug 11, 2023
Transactions value $: $0
Form type: 4
Date filed: 8/15/2023, 04:36 PM
Previous filing: Jan 3, 2023
Next filing: Sep 1, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TBLA	Ordinary Shares	Award	$0	+51.4K	+66.53%	$0.00	129K	Aug 11, 2023	Direct	F1, F2
transaction	TBLA	Ordinary Shares	Other	$0	+119K	+10.18%	$0.00	1.28M	Aug 11, 2023	by LLC	F3, F4, F5
holding	TBLA	Ordinary Shares						321K	Aug 11, 2023	see footnote	F6
holding	TBLA	Ordinary Shares						368K	Aug 11, 2023	see footnote	F7
holding	TBLA	Ordinary Shares						1.25M	Aug 11, 2023	see footnote	F8
holding	TBLA	Ordinary Shares						511K	Aug 11, 2023	see footnote	F9

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

Explanation of Responses:

Id	Content
F1	Restricted Share Units ("RSUs") granted to the Reporting Person in connection with their service on the Issuer's Board of Directors. 100% of the RSUs shall vest on July 1, 2024, 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.
F2	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.
F3	Ordinary shares delivered by Marker Lantern II Ltd. ("Marker II") to the Reporting Person in connection with a contractual obligation.
F4	Includes 1,165,823 shares acquired in a pro rata distribution-in-kind from Marker Lantern 1 Ltd. ("Marker 1") and Marker Lantern II Ltd. in March 2023.
F5	Reporting Person is the sole member of this LLC.
F6	The ordinary shares are held directly by 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.
F7	The ordinary shares are held directly by 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.
F8	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.
F9	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.