ION Holdings 2, LP - 18 Dec 2021 Form 4 Insider Report for Innovid Corp.

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
20 Dec 2021, 15:15:21 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Anthony Reich, Attorney-in-Fact for ION Holdings 2, LP

Key filing fact

ION Holdings 2, LP filed Form 4 for Innovid Corp. on 20 Dec 2021.

Key facts

  • This page summarizes ION Holdings 2, LP's Form 4 filing for Innovid Corp..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 20 Dec 2021, 15:15.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: +$7,060,000.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CTV transaction

Common Stock

Options Exercise

Transaction value
Shares
+6,250,000
Change %
Price
Shares after
6,250,000
Date
18 Dec 2021
Ownership
Direct
Footnotes
F1, F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CTV transaction Derivative

Warrants to purchase Common Stock

Other

Transaction value
$7,060,000
Shares
+7,060,000
Change %
Price
$1.00
Shares after
7,060,000
Date
18 Dec 2021
Ownership
Direct
Underlying class
Common Stock
Underlying amount
7,060,000
Exercise price
$11.50
Footnotes
F3, F4, F5, F6
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

As described in the ION Acquisition Corp 2 Ltd. ("ION") registration statement on Form S-1 (File No. 333-252440) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares were automatically convertible into shares of Innovid Corp. common stock (the "Common Stock") upon the closing of the business combination pursuant to that certain Agreement and Plan of Merger, dated as of June 24, 2021, by and among ION, Inspire Merger Sub 1, Inc., Inspire Merger Sub 2, LLC and Innovid, Inc. (the "Business Combination") on a one-for-one basis.

Footnote F2

ION Holdings 2, LP ("ION 2 LP"), is the record holder of the Common Stock. As the general partner of ION 2 LP, ION Acquisition Corp GP Ltd. ("ION GP") has voting and investment discretion with respect to the Common Stock. An investment committee comprised of three individuals, including Mr. Gilad Shany, makes voting and investment decisions in the Common Stock indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION 2 LP in the Common Stock to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the Common Stock held by ION 2 LP under Section 13(d) of the Exchange Act, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the Common Stock held by ION 2 LP, other than to the extent of any pecuniary interest therein.

Footnote F3

The warrants to purchase Common Stock, (the "Warrants") were purchased pursuant to the Private Placement Warrant Purchase Agreement, dated as of February 10, 2021, by and between ION and ION 2 LP.

Footnote F4

The Warrants become exercisable on the later of (i) 30 days after the closing of the Business Combination or (ii) 12 months from the closing of ION's initial public offering.

Footnote F5

The Warrants expire 5 years after the closing of the Business Combination or earlier upon redemption or liquidation, as described in ION's registration statement on Form S-1 (File No. 333-252440) filed with the SEC on February 12, 2021.

Footnote F6

ION 2 LP is the record holder of the Warrants. As the general partner of ION 2 LP, ION GP has voting and investment discretion with respect to the Common Stock underlying the Warrants held by ION 2 LP. An investment committee comprised of three individuals, including Mr. Gilad Shany, makes voting and investment decisions in the Common Stock underlying the Warrants indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION 2 LP in the Common Stock underlying the Warrants to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the Common Stock underlying the Warrants held by ION 2 LP under Section 13(d) of the Exchange Act, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the Common Stock underlying the Warrants held by ION 2 LP, other than to the extent of any pecuniary interest therein.

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