ION Holdings 3 Form 3 ION Acquisition Corp 3 / Gilad Shany 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^*

ION Holdings 3, LP

(Last) (First) (Middle)

C/O ION ACQUISITION CORP 3 LTD.

89 MEDINAT HAYEHUDIM STREET

(Street)

HERZLIYA L3 4676672

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2021

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

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)

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)

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
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	6,275,000	(1)	D(2)

1. Name and Address of Reporting Person^*

ION Holdings 3, LP

(Last) (First) (Middle)

C/O ION ACQUISITION CORP 3 LTD.

89 MEDINAT HAYEHUDIM STREET

(Street)

HERZLIYA L3 4676672

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ION Acquisition Corp GP Ltd.

(Last) (First) (Middle)

C/O ION ACQUISITION CORP 3 LTD.

89 MEDINAT HAYEHUDIM STREET

(Street)

HERZLIYA L3 4676672

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shany Gilad

(Last) (First) (Middle)

C/O ION ACQUISITION CORP 3 LTD.

89 MEDINAT HAYEHUDIM STREET

(Street)

HERZLIYA L3 4676672

(City) (State) (Zip)

Explanation of Responses:

1. The Class B Ordinary Shares are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities--Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-255072) (the "Registration Statement") and have no expiration date.

2. ION Holdings 3, LP ("ION 3 LP") is the record holder of the ordinary shares. As the general partner of ION 3 LP, ION Acquisition Corp GP Ltd. ("ION GP") has voting and investment discretion with respect to the ordinary shares held by ION 3 LP. An investment committee comprised of five individuals, including Mr. Gilad Shany, makes voting and investment decisions in the ordinary shares indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION 3 LP in the ordinary shares 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 ordinary shares held by ION 3 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 ordinary shares held by ION 3 LP, other than to the extent of any pecuniary interest therein.

Remarks:

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. See Exhibits 24.1 and 24.2 - Powers of Attorney.

	/s/ Anthony Reich, Attorney-in-Fact for ION Holdings 3, LP	04/29/2021
	/s/ Anthony Reich, Attorney-in-Fact for ION Acquisition Corp GP Ltd.	04/29/2021
	/s/ Anthony Reich, Attorney-in-Fact for Gilad Shany	04/29/2021
	** Signature of Reporting Person	Date
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