John C. Morris - Jun 25, 2021 Form 4 Insider Report for Payoneer Global Inc. (PAYO)

Role: Director
Signature: /s/ John C Morris
Stock symbol: PAYO
Transactions as of: Jun 25, 2021
Transactions value $: $0
Form type: 4
Date filed: 6/29/2021, 07:26 PM
Previous filing: Jun 3, 2021
Next filing: Sep 28, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PAYO	Common Stock	Award		+3.9M			3.9M	Jun 25, 2021	Footnote	F1, F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PAYO	Earnout Rights	Award		+528K			528K	Jun 25, 2021	Common Stock	528K		Footnote	F4, F5, F6
transaction	PAYO	Stock Option (Right to Buy)	Award		+607K			607K	Jun 25, 2021	Common Stock	607K	$0.54	Footnote	F1, F2, F4, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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".
F2	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.
F3	Reflects shares of Common Stock acquired pursuant to the Reorganization Agreement.
F4	These shares of Common Stock and options (and any Earnout Rights associated therewith) are held of record by NYCA PYNR SPV, L.P. The Reporting Person exercises voting and dispositive power, as applicable, over these shares of Common Stock and options. Accordingly, the Reporting Person may be deemed to beneficially own these shares of Common Stock, options and corresponding Earnout Rights; however, the Reporting Person disclaims beneficial ownership of these shares of Common Stock, options and corresponding Earnout Rights except to the extent of any pecuniary interest therein.
F5	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.
F6	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.
F7	This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 322,878 shares of common stock of Legacy Payoneer.