SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Gruber Gilad

(Last)

(First)

(Middle)

150 W. 30TH STREET

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/04/2022

3. Issuer Name and Ticker or Trading Symbol
Payoneer Global Inc. [ PAYO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	205,800⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Earnout Rights	⁽⁵⁾	06/25/2026	Common Stock	15,457	⁽⁵⁾	D
Stock Option (Right to Buy)	⁽⁶⁾	02/10/2029	Common Stock	188,000	$2.85	D
Stock Option (Right to Buy)	⁽⁷⁾	03/17/2030	Common Stock	30,080	$2.74	D
Stock Option (Right to Buy)	⁽⁸⁾	04/20/2030	Common Stock	90,240	$2.74	D
Stock Option (Right to Buy)	⁽⁹⁾	02/03/2031	Common Stock	18,800	$7.87	D

Explanation of Responses:

1. Represents 65,800 shares of Common Stock underlying restricted stock units subject to time-based vesting, granted to the reporting person on February 5, 2021. One-fourth of these restricted stock units vested on the first anniversary of the grant date, and the remainder will vest ratably in approximately 1/16 installments on a quarterly basis, provided that the Reporting Person remains in continuous service on each applicable vesting date.

2. Represents 20,000 shares of Common Stock underlying restricted stock units granted to the reporting person on September 9, 2021. One-half of these restricted stock units will vest and settle into shares of Common Stock if, at any time during the first 30 months immediately following June 25, 2021 (which was the closing date of the reorganization agreement dated February 3, 2021, as amended, relating to the Issuer (the "Closing" and the "Reorganization Agreement", respectively)), the closing per share price of the Issuer's Common Stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period and, after taking into account any vesting in accordance with the foregoing, the remaining one-half of these restricted stock units will vest and settle into shares of Common Stock if,

3. at any time during the 60 months immediately following June 25, 2021, the closing per share price of the Issuer's Common Stock is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period, in each case, provided that the Reporting Person remains in continuous service on each applicable vesting date.

4. Represents 120,000 shares of Common Stock underlying restricted stock units subject to time-based vesting, granted to the reporting person on December 6, 2021. One-fourth of these restricted stock units will vest on the first anniversary of the grant date, and the remainder will vest ratably in approximately 1/16 installments on a quarterly basis, provided that the Reporting Person remains in continuous service on each applicable vesting date.

5. Reflects Earnout Rights to receive shares of Common Stock if, from the Closing of the Reorganization Agreement 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 is subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement.

6. 141,000 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.

7. 13,160 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.

8. 39,480 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.

9. 4,700 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.

	/s/ Gilad Gruber	02/11/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.