Outbrain (OB) Form 3 Outbrain / Dominique Vidal ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Vidal Dominique

(Last) (First) (Middle)

44 ESPLANADE, 5TH FLOOR

(Street)

ST. HELIER, JERSEY Y9 JE1 3FG

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2021

3. Issuer Name and Ticker or Trading Symbol
Outbrain Inc. [ OB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	377,310	I	See footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock(3)	(3)	(3)	Common Stock	162,554	(3)	I	See footnote(2)(3)
Series D Preferred Stock(3)	(3)	(3)	Common Stock	1,702,718	(3)	I	See footnote(2)(3)
Series F Preferred Stock(3)	(3)	(3)	Common Stock	173,205	(3)	I	See footnote(2)(3)

Explanation of Responses:

1. The shares are held directly by Index Ventures Growth II (Jersey) L.P. ("Index Jersey"), Index Ventures Growth II Parallel Entrepreneur Fund (Jersey) L.P. ("Index PEF") and Yucca (Jersey) S.L.P. ("Yucca") (together with Index Jersey and Index PEF the "Index Entities"). Index Venture Growth Associates II Limited ("Index Associates") is the managing general partner of Index Jersey and Index PEF and may be deemed to have voting and dispositive power over the shares held by Index Jersey and Index PEF. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Index funds' investment, and Index Associates may be deemed to have voting and dispositive power over the shares held by Yucca.

2. The reporting person serves as a partner of Index Ventures (UK) LLP which advises Index Jersey and Index PEF but does not have voting, investment or dipositive power with respect to the shares held by these entities. The reporting person therefore disclaims beneficial ownership of these shares.

3. These shares of Series A, Series D and Series F Preferred Stock will convert to Common Stock at the ratio specified in the company's Eleventh Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.3 to the company's Registration Statement on Form S-1, as amended (File No. 333-257525), in connection with the consummation of the company's initial public offering.

	/s/ Dominique Vidal	07/22/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.