0001213900-21-066331.txt : 20211220 0001213900-21-066331.hdr.sgml : 20211220 20211220161521 ACCESSION NUMBER: 0001213900-21-066331 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211218 FILED AS OF DATE: 20211220 DATE AS OF CHANGE: 20211220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shany Gilad CENTRAL INDEX KEY: 0001826218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40048 FILM NUMBER: 211505417 MAIL ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM CITY: HERZLIYA STATE: L3 ZIP: 4676672 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ION Holdings 2, LP CENTRAL INDEX KEY: 0001844582 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40048 FILM NUMBER: 211505419 BUSINESS ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM CITY: HERZLIYA STATE: L3 ZIP: 4676672 BUSINESS PHONE: 972 (9) 970-3620 MAIL ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM CITY: HERZLIYA STATE: L3 ZIP: 4676672 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ION Acquisition Corp GP Ltd. CENTRAL INDEX KEY: 0001844573 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40048 FILM NUMBER: 211505418 BUSINESS ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM CITY: HERZLIYA STATE: L3 ZIP: 4676672 BUSINESS PHONE: 972 (9) 970-3620 MAIL ADDRESS: STREET 1: 89 MEDINAT HAYEHUDIM CITY: HERZLIYA STATE: L3 ZIP: 4676672 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Innovid Corp. CENTRAL INDEX KEY: 0001835378 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 30 IRVING PLACE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: 2129667555 MAIL ADDRESS: STREET 1: 30 IRVING PLACE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: ION Acquisition Corp 2 Ltd. DATE OF NAME CHANGE: 20201207 4 1 ownership.xml X0306 4 2021-12-18 0 0001835378 Innovid Corp. CTV 0001844582 ION Holdings 2, LP 89 MEDINAT HAYEHUDIM STREET HERZLIYA L3 4676672 ISRAEL 0 0 1 0 0001844573 ION Acquisition Corp GP Ltd. 89 MEDINAT HAYEHUDIM STREET HERZLIYA L3 4676672 ISRAEL 0 0 1 0 0001826218 Shany Gilad 89 MEDINAT HAYEHUDIM STREET HERZLIYA L3 4676672 ISRAEL 1 0 1 0 Common Stock 2021-12-18 4 M 0 6250000 A 6250000 D Warrants to purchase Common Stock 11.50 2021-12-18 4 J 0 7060000 1.00 A Common Stock 7060000 7060000 D As described in the ION Acquisition Corp 2 Ltd. ("ION") registration statement on Form S-1 (File No. 333-252440) under the heading "Description of Securities-Founder Shares," the Class B ordinary shares were automatically convertible into shares of Innovid Corp. common stock (the "Common Stock") upon the closing of the business combination pursuant to that certain Agreement and Plan of Merger, dated as of June 24, 2021, by and among ION, Inspire Merger Sub 1, Inc., Inspire Merger Sub 2, LLC and Innovid, Inc. (the "Business Combination") on a one-for-one basis. ION Holdings 2, LP ("ION 2 LP"), is the record holder of the Common Stock. As the general partner of ION 2 LP, ION Acquisition Corp GP Ltd. ("ION GP") has voting and investment discretion with respect to the Common Stock. An investment committee comprised of three individuals, including Mr. Gilad Shany, makes voting and investment decisions in the Common Stock indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION 2 LP in the Common Stock to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the Common Stock held by ION 2 LP under Section 13(d) of the Exchange Act, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the Common Stock held by ION 2 LP, other than to the extent of any pecuniary interest therein. The warrants to purchase Common Stock, (the "Warrants") were purchased pursuant to the Private Placement Warrant Purchase Agreement, dated as of February 10, 2021, by and between ION and ION 2 LP. The Warrants become exercisable on the later of (i) 30 days after the closing of the Business Combination or (ii) 12 months from the closing of ION's initial public offering. The Warrants expire 5 years after the closing of the Business Combination or earlier upon redemption or liquidation, as described in ION's registration statement on Form S-1 (File No. 333-252440) filed with the SEC on February 12, 2021. ION 2 LP is the record holder of the Warrants. As the general partner of ION 2 LP, ION GP has voting and investment discretion with respect to the Common Stock underlying the Warrants held by ION 2 LP. An investment committee comprised of three individuals, including Mr. Gilad Shany, makes voting and investment decisions in the Common Stock underlying the Warrants indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION 2 LP in the Common Stock underlying the Warrants to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the Common Stock underlying the Warrants held by ION 2 LP under Section 13(d) of the Exchange Act, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the Common Stock underlying the Warrants held by ION 2 LP, other than to the extent of any pecuniary interest therein. /s/ Anthony Reich, Attorney-in-Fact for ION Holdings 2, LP 2021-12-20 /s/ Anthony Reich, Attorney-in-Fact for ION Acquisition Corp GP Ltd. 2021-12-20 /s/ Anthony Reich, Attorney-in-Fact for Gilad Shany 2021-12-20