Yaron Galai Form 3/A Outbrain / Yaron Galai 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^*

Galai Yaron

(Last) (First) (Middle)

111 WEST 19TH STREET

(Street)

NEW YORK NY 10011

(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
X	Officer (give title below)	Other (specify below)
Co-Founder and Co-CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)
07/22/2021

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	3,620,850(1)(2)	D

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
Stock option (right to buy Common Stock)(1)(3)	(1)(3)	12/24/2030	Common Stock	147,059(1)	10.95(1)	D

Explanation of Responses:

1. This Form 3 amendment is being filed to correct the original Form 3 filed on July 22, 2021. The shares of common stock listed in Table I has been updated to include total restricted stock units held by the reporting person, previously listed in Table II. The number of stock options held by the reporting person has been updated to reflect total options held. The conversion price has been updated to account for the Issuer's reverse stock-split.

2. Included in the total are 110,295 restricted stock units held by the reporting person.

3. The option vests monthly over a period of four (4) years beginning December 24, 2020.

	/s/ Yaron Galai	08/09/2021
	** 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).
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