Evangelos Perros Form 3 Pagaya Technologies / Evangelos Perros 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^*

Perros Evangelos

(Last) (First) (Middle)

90 PARK AVE., 20TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2024

3. Issuer Name and Ticker or Trading Symbol
Pagaya Technologies Ltd. [ PGY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial 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)
Class A Ordinary Share	11,293	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
Incentive Stock Option (right to buy)	05/30/2025	12/29/2031	Class A Ordinary Share	3,894	51.36	D
Incentive Stock Option (right to buy)	11/30/2024	12/29/2031	Class A Ordinary Share	1,947	51.36	D
Non-Qualified Stock Option (right to buy)	(1)	02/24/2033	Class A Ordinary Share	14,311	12.24	D
Non-Qualified Stock Option (right to buy)	11/30/2024	12/29/2031	Class A Ordinary Share	556	51.36	D
Non-Qualified Stock Option (right to buy)	11/30/2025	12/29/2031	Class A Ordinary Share	5,448	51.36	D
Restricted Stock Unit	(2)	(2)	Class A Ordinary Share	12,499	0	D
Restricted Stock Unit	(3)	(3)	Class A Ordinary Share	273,224	0	D

Explanation of Responses:

1. Became fully vested and exercisable on November 30, 2023.

2. 1/4th of the total 33,333 restricted stock units initially subject to this award vested on April 1, 2023, and 1/4th of the total units initially subject to this award vest every three months thereafter.

3. 1/6th of the total 273,224 restricted stock units subject to this award shall vest each on August 1, 2024 and January 1, 2025, and the remaining 2/3rd of the grant shall vest over the following 24 months in equal quarterly installments on April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026, April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027.

Remarks:

	/s/ Evangelos Perros	04/26/2024
	** 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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