Kristy Sundjaja Form 3 Taboola.com / Kristy Sundjaja 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^*

Sundjaja Kristy

(Last) (First) (Middle)

C/O TABOOLA.COM LTD.

16 MADISON SQUARE WEST 7TH FLOOR

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

3. Issuer Name and Ticker or Trading Symbol
Taboola.com Ltd. [ TBLA ]

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

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

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

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)
Ordinary Shares	336,715(1)(2)(3)	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
Share Option (Right to Buy)	(4)	11/12/2029	Ordinary Shares	202,553	2.63	D
Restricted Share Unit	(5)	(5)	Ordinary Shares	50,639	2.07(6)	D
Share Option (Right to Buy)	(7)	03/15/2031	Ordinary Shares	213,199	8.21	D

Explanation of Responses:

1. Includes 101,939 ordinary shares.

2. Includes 10,465 Restricted Share Units ("RSUs") which shall vest in equal quarterly installments through 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

3. Includes 224,311 RSUs which shall vest in equal quarterly installments through 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

4. 1/4th of the share option award vested on October 1, 2020, and 1/12th 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.

5. The RSUs shall vest in equal quarterly installments through 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date and the closing share price of the Issuer's ordinary shares the day before vesting exceeding the exercise price. The RSUs will be forfeited if the closing share price of the Issuer's ordinary shares the day before vesting does not exceed the exercise price.

6. The reported RSUs include the indicated exercise price at the time of grant.

7. 1/16th of the share option award vested on August 16, 2021, 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).
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