| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Payoneer Global Inc. [ PAYO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/25/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/25/2021 | A(1)(2)(3) | 477,227 | A | (1)(2)(3) | 477,227 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Earnout Rights | (4)(5) | 06/25/2021 | A | 176,225 | (4)(5) | 06/25/2026 | Common Stock | 176,225 | (4)(5) | 176,225 | D | ||||
| Stock Option (Right to Buy) | $0.62 | 06/25/2021 | A | 79,828 | (6) | 01/25/2025 | Common Stock | 79,828 | (1)(2)(6) | 79,828 | D | ||||
| Stock Option (Right to Buy) | $1.41 | 06/25/2021 | A | 274,449 | (7) | 02/14/2026 | Common Stock | 274,449 | (1)(2)(7) | 274,449 | D | ||||
| Stock Option (Right to Buy) | $3.02 | 06/25/2021 | A | 188,000 | (8) | 02/11/2027 | Common Stock | 188,000 | (1)(2)(8) | 188,000 | D | ||||
| Stock Option (Right to Buy) | $2.8 | 06/25/2021 | A | 300,800 | (9) | 02/04/2028 | Common Stock | 300,800 | (1)(2)(9) | 300,800 | D | ||||
| Stock Option (Right to Buy) | $2.9 | 06/25/2021 | A | 310,203 | (10) | 02/20/2029 | Common Stock | 310,203 | (1)(2)(10) | 310,203 | D | ||||
| Stock Option (Right to Buy) | $2.74 | 06/25/2021 | A | 82,720 | (11) | 03/17/2030 | Common Stock | 82,720 | (1)(2)(11) | 82,720 | D | ||||
| Stock Option (Right to Buy) | $0.01 | 06/25/2021 | A | 124,080 | (12) | 03/17/2030 | Common Stock | 124,080 | (1)(2)(12) | 124,080 | D | ||||
| Stock Option (Right to Buy) | $7.87 | 06/25/2021 | A | 62,666 | (13) | 02/05/2031 | Common Stock | 62,666 | (1)(2)(13) | 62,666 | D | ||||
| Stock Option (Right to Buy) | $0.01 | 06/25/2021 | A | 94,000 | (14) | 02/05/2031 | Common Stock | 94,000 | (1)(2)(14) | 94,000 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Reorganization, dated as of February 3, 2021, as amended on February 16, 2021, May 10, 2021 and June 22, 2021, by and among New Starship Parent, Inc. ("New Starship"), Starship Merger Sub I Inc. ("Merger Sub I"), Starship Merger Sub II, Inc. ("Merger Sub II"), Payoneer Inc. ("Legacy Payoneer") and FTAC Olympus Acquisition Corp. ("SPAC"), Merger Sub I merged with and into SPAC, with SPAC surviving as a direct wholly owned subsidiary of New Starship (the "SPAC Merger") and, immediately after the SPAC Merger, Merger Sub II merged with and into Legacy Payoneer, with Legacy Payoneer surviving as a direct wholly owned subsidiary of New Starship, with New Starship subsequently changing its name to Payoneer Global Inc. (the "Issuer"). The transactions contemplated by the Agreement and Plan of Reorganization and the amendments thereto are referred to herein as the "Reorganization" |
| 2. Pursuant to the terms of the Reorganization Agreement, the shareholders of Legacy Payoneer at the effective time of the Reorganization (the "Effective Time") received 1.88 shares of common stock of the Issuer ("Common Stock") for each share of common stock of Legacy Payoneer held by them immediately prior to the Effective Time and certain rights to additional shares of Common Stock upon the achievement of certain milestones as described in the Reorganization Agreement (the "Earnout Rights"). Additionally, certain equity awards of Legacy Payoneer were cancelled and converted into equity awards of the Issuer. |
| 3. Reflects shares of Common Stock acquired pursuant to the Reorganization Agreement. |
| 4. Reflects Earnout Rights acquired pursuant to the Reorganization Agreement. Pursuant to earnout provisions in the Reorganization Agreement, the Reporting Person is entitled to receive such shares of Common Stock if, from the closing of the Reorganization (the "Closing") until the fifth anniversary thereof, the closing per share price of Common Stock exceeds certain thresholds as discussed below. |
| 5. Of these Earnout Rights, one-half will be issued if the closing per share price of Common Stock is greater than or equal to $15.00 for any 20 trading days within any 30 trading day period within the first 30 months following the Closing, and one-half will be issued if the closing per share price of Common Stock is greater than or equal to $17.00 for any 20 trading days within any 30 trading day period within the first 60 months following the Closing. The issuance of such shares are subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement |
| 6. This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 80,000 shares of common stock of Legacy Payoneer. |
| 7. This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 145,984 shares of common stock of Legacy Payoneer. |
| 8. This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 100,000 shares of common stock of Legacy Payoneer. |
| 9. 244,400 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 160,000 shares of common stock of Legacy Payoneer. |
| 10. 174,488 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 165,002 shares of common stock of Legacy Payoneer. |
| 11. 25,850 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 44,000 shares of common stock of Legacy Payoneer. |
| 12. 38,775 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 66,000 shares of common stock of Legacy Payoneer. |
| 13. No shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 33,333 shares of common stock of Legacy Payoneer. 25% of the shares subject to this option vest on February 5, 2022, and the remainder vest ratably on a quarterly basis thereafter. |
| 14. No shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 50,000 shares of common stock of Legacy Payoneer. |
| /s/ Noam Oren | 06/28/2021 | |
| ** 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 4 (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. | ||
