0001628280-21-024471.txt : 20211202 0001628280-21-024471.hdr.sgml : 20211202 20211202201207 ACCESSION NUMBER: 0001628280-21-024471 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211130 FILED AS OF DATE: 20211202 DATE AS OF CHANGE: 20211202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Netter Zvika CENTRAL INDEX KEY: 0001896248 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40048 FILM NUMBER: 211468387 MAIL ADDRESS: STREET 1: C/O INNOVID, INC. STREET 2: 30 IRVING PLACE, 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10003 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 wf-form4_163849391245783.xml FORM 4 X0306 4 2021-11-30 0 0001835378 Innovid Corp. CTV 0001896248 Netter Zvika C/O INNOVID CORP 30 IRVING PLACE, 12TH FLOOR NEW YORK NY 10003 1 1 0 0 Chief Executive Officer Common Stock 2021-11-30 4 A 0 2413993 A 2413993 D Common Stock 2021-11-30 4 A 0 977394 A 977394 I By Family Trust #1 Common Stock 2021-11-30 4 A 0 977394 A 977394 I By Family Trust #2 Common Stock 2021-11-30 4 A 0 977394 A 977394 I By Family Trust #3 Stock Options 2.81 2021-11-30 4 A 0 314254 A 2031-04-29 Common Stock 314254.0 314254 D Stock Options 0.61 2021-11-30 4 A 0 1334644 A 2030-11-15 Common Stock 1334644.0 1334644 D On November 30, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of June 24, 2021, by and among ION Acuqisition Corp 2 Ltd. ("ION"), Inspire Merger Sub 1, Inc.. ("Merger Sub"), Inspire Merger Sub 2, LLC ("Merger Sub 2") and Innovid, Inc. ("Innovid"), (i) Merger Sub merged with and into Innovid (the "First Merger"), with Innovid surviving as a wholly owned subsidiary of ION (the "Surviving Corporation"), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation merged with and into Merger Sub 2 (the "Second Merger"), with Merger Sub 2 being the surviving entity in the Second Merger and continuing as a wholly-owned subsidiary of ION. Upon the effective time of the First Merger (the "Effective Time"), each issued and outstanding share of common stock of Innovid was automatically cancelled and converted into approximately 1.337 (the "Exchange Ratio") shares of common stock of ION. 25% of the shares subject to the option vested or will vest 12 months after the grant date, and l/12th of the shares subject to the options vested or will vest quarterly thereafter, subject to continued service through each vesting date. Upon a termination by Innovid without cause or by the named executive for good reason, 50% of all unvested option shall vest. In the event such qualifying termination occurs within 12 months following a qualifying corporate transaction, all unvested shares subject to the option will accelerate and vest. At the Effective Time, each outstanding option to purchase shares of Innovid common stock (each, an "Innovid Option") was automatically cancelled and converted into an option to purchase a number of shares of common stock of ION equal to (i) the number of shares of Innovid common stock subject to the applicable Innovid Option multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share. /s/ Nabilah Irshad, Attorney-in-fact 2021-12-01