0001840502-23-000110.txt : 20230815
0001840502-23-000110.hdr.sgml : 20230815
20230815163612
ACCESSION NUMBER: 0001840502-23-000110
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230811
FILED AS OF DATE: 20230815
DATE AS OF CHANGE: 20230815
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Scanlon Richard T
CENTRAL INDEX KEY: 0001953326
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40566
FILM NUMBER: 231175383
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
4
1
form4.xml
X0508
4
2023-08-11
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
false
Ordinary Shares
2023-08-11
4
A
0
51370
0
A
128587
D
Ordinary Shares
2023-08-11
4
J
0
118729
0
A
1284552
I
by LLC
Ordinary Shares
320642
I
see footnote
Ordinary Shares
367886
I
see footnote
Ordinary Shares
1254300
I
see footnote
Ordinary Shares
510512
I
see footnote
Restricted Share Units ("RSUs") granted to the Reporting Person in connection with their service on the Issuer's Board of Directors. 100% of the RSUs shall vest on July 1, 2024, 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.
Ordinary shares delivered by Marker Lantern II Ltd. ("Marker II") to the Reporting Person in connection with a contractual obligation.
Includes 1,165,823 shares acquired in a pro rata distribution-in-kind from Marker Lantern 1 Ltd. ("Marker 1") and Marker Lantern II Ltd. in March 2023.
Reporting Person is the sole member of this LLC.
The ordinary shares are held directly by 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 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.
/s/ John Ferrantino, Attorney-in-fact
2023-08-15