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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/01/2023 |
3. Issuer Name and Ticker or Trading Symbol
Taboola.com Ltd. [ TBLA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Ordinary Shares | 9,081,308(1)(2)(3)(4) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Share Option (Right to Buy) | (5) | 03/19/2024 | Ordinary Shares | 270,070(4) | 0.91 | D | |
| Share Option (Right to Buy) | (6) | 04/11/2031 | Ordinary Shares | 1,437,229 | 8.21 | D | |
| Explanation of Responses: |
| 1. Includes 5,917,041 ordinary shares. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. Immediately exercisable. |
| 6. 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) |
| /s/ John Ferrantino, Attorney-in-fact | 01/03/2023 | |
| ** 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. | ||