0000950103-21-009686.txt : 20210629 0000950103-21-009686.hdr.sgml : 20210629 20210629200531 ACCESSION NUMBER: 0000950103-21-009686 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: Rosenblatt Charles CENTRAL INDEX KEY: 0001868949 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40547 FILM NUMBER: 211059856 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 dp153338_4-rosenblatt.xml FORM 4 X0306 4 2021-06-25 0 0001845815 Payoneer Global Inc. PAYO 0001868949 Rosenblatt Charles 150 W 30TH ST NEW YORK NY 10001 0 1 0 0 Chief Strategy Officer Common Stock 2021-06-25 4 A 0 329000 A 329000 D Stock Option (Right to Buy) 2.74 2021-06-25 4 A 0 282000 A 2030-06-28 Common Stock 282000 282000 D Stock Option (Right to Buy) 7.87 2021-06-25 4 A 0 23500 A 2031-02-05 Common Stock 23500 23500 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") received 1.88 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 329,000 shares of Common Stock underlying restricted stock units subject to time-based vesting, acquired pursuant to the Reorganization Agreement. 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 150,000 shares of common stock of Legacy Payoneer. The shares subject to this option vest ratably on a quarterly basis. 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 12,500 shares of common stock of Legacy Payoneer. 25% of the shares subject to this option vest on February 5, 2022, and the remainder vest ratably on a quarterly basis thereafter. /s/ Charles Rosenblatt 2021-06-28