0000950103-21-009683.txt : 20210629 0000950103-21-009683.hdr.sgml : 20210629 20210629195140 ACCESSION NUMBER: 0000950103-21-009683 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210625 FILED AS OF DATE: 20210629 DATE AS OF CHANGE: 20210629 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Levy Keren CENTRAL INDEX KEY: 0001868870 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40547 FILM NUMBER: 211059818 MAIL ADDRESS: STREET 1: C/O FTAC OLYMPUS ACQUISITION CORP. STREET 2: 2929 ARCH STREET, SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Payoneer Global Inc. CENTRAL INDEX KEY: 0001845815 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 861778671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2929 ARCH STREET, SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 215-701-9555 MAIL ADDRESS: STREET 1: 2929 ARCH STREET, SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 FORMER COMPANY: FORMER CONFORMED NAME: New Starship Parent, Inc. DATE OF NAME CHANGE: 20210211 4 1 dp153334_4-levy.xml FORM 4 X0306 4 2021-06-25 0 0001845815 Payoneer Global Inc. PAYO 0001868870 Levy Keren 150 W 30TH ST NEW YORK NY 10001 0 1 0 0 Chief Operating Officer Common Stock 2021-06-25 4 A 0 231458 A 231458 D Earnout Rights 2021-06-25 4 A 0 262969 A 2026-06-25 Common Stock 262969 262969 D Stock Option (Right to Buy) 0.54 2021-06-25 4 A 0 189120 A 2024-04-06 Common Stock 189120 189120 D Stock Option (Right to Buy) 0.62 2021-06-25 4 A 0 300800 A 2025-01-25 Common Stock 300800 300800 D Stock Option (Right to Buy) 1.41 2021-06-25 4 A 0 429016 A 2026-02-14 Common Stock 429016 429016 D Stock Option (Right to Buy) 3.02 2021-06-25 4 A 0 235000 A 2027-02-11 Common Stock 235000 235000 D Stock Option (Right to Buy) 2.80 2021-06-25 4 A 0 470000 A 2028-02-04 Common Stock 470000 470000 D Stock Option (Right to Buy) 2.90 2021-06-25 4 A 0 636594 A 2029-02-20 Common Stock 636594 636594 D Stock Option (Right to Buy) 2.74 2021-06-25 4 A 0 150400 A 2030-03-17 Common Stock 150400 150400 D Stock Option (Right to Buy) 0.01 2021-06-25 4 A 0 225600 A 2030-03-17 Common Stock 225600 225600 D Stock Option (Right to Buy) 7.87 2021-06-25 4 A 0 94000 A 2031-02-05 Common Stock 94000 94000 D Stock Option (Right to Buy) 0.01 2021-06-25 4 A 0 141000 A 2031-02-05 Common Stock 141000 141000 D Pursuant to the Agreement and Plan of Reorganization, dated as of February 3, 2021, as amended on February 16, 2021, May 10, 2021 and June 22, 2021, by and among New Starship Parent, Inc. ("New Starship"), Starship Merger Sub I Inc. ("Merger Sub I"), Starship Merger Sub II, Inc. ("Merger Sub II"), Payoneer Inc. ("Legacy Payoneer") and FTAC Olympus Acquisition Corp. ("SPAC"), Merger Sub I merged with and into SPAC, with SPAC surviving as a direct wholly owned subsidiary of New Starship (the "SPAC Merger") and, immediately after the SPAC Merger, Merger Sub II merged with and into Legacy Payoneer, with Legacy Payoneer surviving as a direct wholly owned subsidiary of New Starship, with New Starship subsequently changing its name to Payoneer Global Inc. (the "Issuer"). The transactions contemplated by the Agreement and Plan of Reorganization and the amendments thereto are referred to herein as the "Reorganization". Pursuant to the terms of the Reorganization Agreement, the shareholders of Legacy Payoneer at the effective time of the Reorganization (the "Effective Time") received1.88] shares of common stock of the Issuer ("Common Stock") for each share of common stock of Legacy Payoneer held by them immediately prior to the Effective Time and certain rights to additional shares of Common Stock upon the achievement of certain milestones as described in the Reorganization Agreement (the "Earnout Rights"). Additionally, certain equity awards of Legacy Payoneer were cancelled and converted into equity awards of the Issuer. Reflects shares of Common Stock acquired pursuant to the Reorganization Agreement. Reflects Earnout Rights acquired pursuant to the Reorganization Agreement. Pursuant to earnout provisions in the Reorganization Agreement, the Reporting Person is entitled to receive such shares of Common Stock if, from the closing of the Reorganization (the "Closing") until the fifth anniversary thereof, the closing per share price of Common Stock exceeds certain thresholds as discussed below. Of these Earnout Rights, one-half will be issued if the closing per share price of Common Stock is greater than or equal to $15.00 for any 20 trading days within any 30 trading day period within the first 30 months following the Closing, and one-half will be issued if the closing per share price of Common Stock is greater than or equal to $17.00 for any 20 trading days within any 30 trading day period within the first 60 months following the Closing. The issuance of such shares are subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement. This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 200,000 shares of common stock of Legacy Payoneer. This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 160,000 shares of common stock of Legacy Payoneer. This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 228,200 shares of common stock of Legacy Payoneer. This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 125,000 shares of common stock of Legacy Payoneer. 381,875 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 250,000 shares of common stock of Legacy Payoneer. 358,083 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 338,614 shares of common stock of Legacy Payoneer. 47,000 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 80,000 shares of common stock of Legacy Payoneer. 70,500 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 120,000 shares of common stock of Legacy Payoneer. No shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 50,000 shares of common stock of Legacy Payoneer. No shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 75,000 shares of common stock of Legacy Payoneer. /s/ Karen Levy 2021-06-28