Itai Perry - May 1, 2022 Form 3 Insider Report for Payoneer Global Inc. (PAYO)

Role
SVP Finance
Signature
/s/ Itai Perry
Stock symbol
PAYO
Transactions as of
May 1, 2022
Transactions value $
$0
Form type
3
Date filed
5/6/2022, 04:03 PM
Next filing
Sep 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PAYO Common Stock 75K May 1, 2022 Direct F1, F2, F3

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
holding PAYO Earnout Rights May 1, 2022 Common Stock 3.51K Direct F4
holding PAYO Stock Option (Right to Buy) May 1, 2022 Common Stock 56.4K $2.90 Direct F5
holding PAYO Stock Option (Right to Buy) May 1, 2022 Common Stock 15K $2.74 Direct F6
holding PAYO Stock Option (Right to Buy) May 1, 2022 Common Stock 7.52K $0.01 Direct F7
holding PAYO Stock Option (Right to Buy) May 1, 2022 Common Stock 28.2K $0.01 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents 20,000 shares of Common Stock underlying restricted stock units ("RSUs") granted to the reporting person on September 9, 2021 and 10,000 shares of Common Stock underlying RSUs granted to the reporting person on December 6, 2021. One-half of each grant of RSUs will vest and settle into shares of Common Stock if, at any time during the first 30 months immediately following June 25, 2021 (which was the closing date of the reorganization agreement dated February 3, 2021, as amended, relating to the Issuer (the "Closing" and the "Reorganization Agreement", respectively)), the closing per share price of the Issuer's Common Stock is greater than or equal to $15.00 (continued on footnote 2)
F2 (continued from footnote 1) over any 20 trading days within any 30 trading day period and, after taking into account any vesting in accordance with the foregoing, the remaining one-half of each grant of RSUs will vest and settle into shares of Common Stock if, at any time during the 60 months immediately following June 25, 2021, the closing per share price of the Issuer's Common Stock is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period, in each case, provided that the Reporting Person remains in continuous service on each applicable vesting date.
F3 Represents 45,000 shares of Common Stock underlying RSUs subject to time-based vesting, granted to the reporting person on February 22, 2022. One-fourth of these RSUs will vest on the first anniversary of the grant date, and the remainder will vest ratably in approximately 1/16 installments on a quarterly basis, provided that the Reporting Person remains in continuous service on each applicable vesting date.
F4 Reflects Earnout Rights to receive shares of Common Stock if, from the Closing of the Reorganization Agreement until the fifth anniversary thereof, the closing per share price of Common Stock exceeds certain thresholds as discussed below. 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 is subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement.
F5 42,300 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.
F6 7520 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.
F7 3,760 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.
F8 8,812 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.