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Form 3 Outbrain Inc. For: Aug 12 Filed by: Bradshaw Wenkai

August 19, 2022 7:05 PM EDT

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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
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1. Name and Address of Reporting Person *
Bradshaw Wenkai

(Last) (First) (Middle)
C/O OUTBRAIN INC.
111 WEST 19TH STREET

(Street)
NEW YORK NY 10011

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/12/2022
3. Issuer Name and Ticker or Trading Symbol
Outbrain Inc. [ OB ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CAO & VP Corporate Controller
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 100,737 (1)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy Common Stock)   (2) 06/15/2026 Common Stock 4,058 (2) 8.26 D  
Stock Option (right to buy Common Stock)   (2) 05/06/2025 Common Stock 2,941 (2) 10.17 D  
Explanation of Responses:
1. Includes 29,367 restricted stock units.
2. The options are fully vested.
/s/ Veronica Gonzalez, as attorney-in-fact 08/19/2022
** 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 4 (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.
EXHIBIT 24

POWER OF ATTORNEY

KNOW  ALL  BY  THESE  PRESENTS,  that  the  undersigned  hereby  constitutes and  appoints  each  of Yaron  Galai,  David  Kostman, Jason Kiviat, Veronica  Gonzalez, Alexia Tomazos and  Dawn  Martens, signing singly, the undersigned's true and lawful attorney-in-fact to: (i) execute for and on behalf of the undersigned, in the undersigned's capacity as an executive officer of Outbrain Inc.(the "Company"), a Form ID, including updates thereto, and Forms 3, 4, and  5  in  accordance  with  Section  16(a)  of  the  Securities  Exchange  Act  of  1934  and  the  rules thereunder; (ii) 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 ID, including updates thereto, or Form  3,  4,  or  5  and  timely  file such  form with  the  United  States  Securities  and  Exchange Commission and any stock exchange or similar authority; and (iii) 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'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 11th day of August,2022.

Wenkai Bradshaw


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