0001840502-23-000023.txt : 20230103 0001840502-23-000023.hdr.sgml : 20230103 20230103182101 ACCESSION NUMBER: 0001840502-23-000023 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: Walker Stephen C CENTRAL INDEX KEY: 0001953238 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40566 FILM NUMBER: 23503751 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 0001953238 Walker Stephen C C/O TABOOLA.COM LTD. 16 MADISON SQUARE WEST 7TH FLOOR NEW YORK NY 10010 true Chief Financial Officer Ordinary Shares 993381 D Share Option (Right to Buy) 2.63 2026-06-14 Ordinary Shares 270070 D Share Option (Right to Buy) 2.63 2028-08-27 Ordinary Shares 256567 D Share Option (Right to Buy) 2.63 2030-09-17 Ordinary Shares 270070 D Share Option (Right to Buy) 8.21 2031-03-15 Ordinary Shares 266500 D Includes 543,178 ordinary shares. Includes 101,276 Restricted Share Units ("RSUs") which shall vest in equal quarterly installments through 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement. Includes 348,927 RSUs which shall vest in equal quarterly installments through 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement. Immediately exercisable. 1/16th of the share option award vested on September 1, 2020, and 1/16th of the remaining shares subject to the option award vested or shall vest in equal quarterly installments thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. 1/16th of the share option award vested on August 16, 2021, and 1/16th of the remaining shares subject to the option award vested or shall vest in equal quarterly installments thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date. 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 19th day of October 2022.

Signature:  /s/ Stephen C. Walker

Print Name: Stephen C. Walker