0001840502-23-000013.txt : 20230103 0001840502-23-000013.hdr.sgml : 20230103 20230103162832 ACCESSION NUMBER: 0001840502-23-000013 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230101 FILED AS OF DATE: 20230103 DATE AS OF CHANGE: 20230103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Scanlon Richard T CENTRAL INDEX KEY: 0001953326 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 23502487 MAIL ADDRESS: STREET 1: 16 MADISON SQ W 7TH FL CITY: NEW YORK STATE: NY ZIP: 10010 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Taboola.com Ltd. CENTRAL INDEX KEY: 0001840502 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 16 MADISON SQUARE WEST, 7TH FL. CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: (212) 206-7663 MAIL ADDRESS: STREET 1: 16 MADISON SQUARE WEST, 7TH FL. CITY: NEW YORK STATE: NY ZIP: 10010 3 1 form3.xml X0206 3 2023-01-01 0 0001840502 Taboola.com Ltd. TBLA 0001953326 Scanlon Richard T C/O TABOOLA.COM LTD. 16 MADISON SQUARE WEST 7TH FLOOR NEW YORK NY 10010 true Ordinary Shares 77217 D Ordinary Shares 3416534 I see footnote Ordinary Shares 9863188 I see footnote Ordinary Shares 1254300 I see footnote Ordinary Shares 510512 I see footnote Includes 18,006 ordinary shares. Includes 59,211 Restricted Share Units ("RSUs"). 100% of the RSUs will vest on June 30, 2023 subject to the Reporting Person's continuous service through the vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement. The Reporting Person is the founder and managing partner of Marker LLC ("Marker") and is obligated to remit the proceeds of any sale of ordinary shares issued to the Reporting Person upon vesting of RSUs to Marker. As such, the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. The ordinary shares are held directly by Marker Lantern 1 Ltd. ("Marker 1"). Marker Lantern Management Ltd. ("Marker Management") is the manager of Marker 1. The Reporting Person is a director of Marker Management and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker 1. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. The ordinary shares are held directly by Marker Lantern II Ltd. ("Marker II"). Marker Lantern II Manager Ltd. ("Marker II Manager") is the manager of Marker II. The Reporting Person is a director of Marker II Manager and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker II. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. The ordinary shares are held directly by Marker II LP Taboola Series E LP ("Marker II TSE"). Marker II GP, Ltd. ("Marker II GP") is the general partner of Marker II TSE. The Reporting Person is a director of Marker II GP and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker II TSE. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. The ordinary shares are held directly by Marker Follow-On Fund, LP ("Marker Follow-On"). Marker Follow-On Fund GP, Ltd. ("Marker Follow-On GP") is the general partner of Marker Follow-On. The Reporting Person is a director of Marker Follow-On GP and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker Follow-On. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose. Exhibit 24 - Power of Attorney (attached) /s/ John Ferrantino, Attorney-in-fact 2023-01-03 EX-24 2 powerofattorney.htm POWER OF ATTORNEY

POWER OF ATTORNEY
Know all by these present, that the undersigned hereby constitutes and appoints each of Blythe Holden, Robert Zuccaro, John Ferrantino and Ross Miga, or each of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Taboola.com Ltd. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and file such form with the SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and  confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 5th day of October 2022.

Signature:  /s/ Richard Scanlon

Print Name: Richard Scanlon