Taboola.com Form 3/A ION Acquisition Corp 1 / Stephen Levey 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

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1. Name and Address of Reporting Person^*

ICP M2, L.P.

(Last) (First) (Middle)

C/O ION ACQUISITION CORP 1 LTD.

89 MEDINAT HAYEHUDIM STREET

(Street)

HERZLIYA L3 4676672

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/06/2020

3. Issuer Name and Ticker or Trading Symbol
ION Acquisition Corp 1 Ltd. [ IACA ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/16/2020

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

	Form filed by One Reporting Person
X	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)
Class A Ordinary Shares	2,661,500	D(1)

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

1. Name and Address of Reporting Person^*

ICP M2, L.P.

(Last) (First) (Middle)

C/O ION ACQUISITION CORP 1 LTD.

89 MEDINAT HAYEHUDIM STREET

(Street)

HERZLIYA L3 4676672

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ICP M2 GP LLC

(Last) (First) (Middle)

C/O ION ACQUISITION CORP 1 LTD.

89 MEDINAT HAYEHUDIM STREET

(Street)

HERZLIYA L3 4676672

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Levey Stephen

(Last) (First) (Middle)

C/O ION ACQUISITION CORP 1 LTD.

89 MEDINAT HAYEHUDIM STREET

(Street)

HERZLIYA L3 4676672

(City) (State) (Zip)

Explanation of Responses:

1. ICP M2, L.P. ("ICP") is the record holder of the ordinary shares. As the general partner of ICP, ICP M2 GP LLC ("ICP GP") has voting and investment discretion with respect to the ordinary shares held by ICP. As manager of ICP GP, Stephen Levey makes voting and investment decisions in the ordinary shares indirectly owned by ICP GP. However, Mr. Levey is not deemed a beneficial owner of the ordinary shares held by ICP under Section 13(d) of the Exchange Act and, thus, disclaims beneficial ownership of the ordinary shares held by ICP.

Remarks:

This Form 3 amendment is being filed to add ICP M2 GP LLC and Stephen Levey, which were omitted from the original Form 3, as reporting persons. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

	/s/ ICP M2, L.P., By: ICP M2 GP LLC, as general partner, By: Stephen Levey, as manager	10/22/2020
	/s/ ICP M2 GP LLC, By: Stephen Levey, as manager	10/22/2020
	/s/ Stephen Levey	10/22/2020
	** Signature of Reporting Person	Date
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