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Form 4 Payoneer Global Inc. For: Jul 01 Filed by: Caplan John

July 6, 2022 9:21 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Caplan John

(Last) (First) (Middle)
150 W 30TH ST

(Street)
NEW YORK NY 10001

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Payoneer Global Inc. [ PAYO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Co-Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2022
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/01/2022   A (1)   2,000,000 A $ 0 (1) 2,000,000 D  
Common Stock 07/01/2022   A (2) (3)   2,500,000 A $ 0 (2) (3) 4,500,000 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 3.98 07/01/2022   A   500,000     (4) 07/01/2032 Common Stock 500,000 (4) 500,000 D  
Explanation of Responses:
1. Represents shares of Common Stock underlying restricted stock units subject to time-based vesting, granted to the Reporting Person on July 1, 2022 in connection with the Reporting Person's appointment as Co-Chief Executive Officer of the Issuer, under the Issuer's Omnibus Equity Incentive Plan. One-fourth of these restricted stock units will vest on May 25, 2023, and the remainder will vest ratably in approximately 1/16 installments of the total number of time-based restricted stock units on a quarterly basis thereafter, provided that the Reporting Person remains in continuous service on each applicable vesting date.
2. Represents the maximum amount of shares of Common Stock underlying restricted stock units that will vest upon the achievement of both a time-based vesting condition and a stock price based performance condition and that were granted to the Reporting Person on July 1, 2022 under the Issuer's Omnibus Equity Incentive Plan in connection with the Reporting Person's appointment as Co-Chief Executive Officer of the Issuer. One-fourth of the Reporting Person's restricted stock units will satisfy the time-based vesting condition on May 25, 2023 and the remainder will satisfy the time-based vesting condition in 1/16 installments of the total number of restricted stock units on a quarterly basis thereafter, provided that the Reporting Person remains in continuous service on each applicable time-vesting date.
3. The stock price based performance condition will be determined to have been achieved with respect to 500,000 restricted stock units (up to a maximum of 2,500,000 restricted stock units) upon the achievement of each of the following target stock prices: $9.00, $11.00, $13.00, $15.00, and $20.00, with the target stock prices only deemed to have been achieved if the closing price of the Issuer's stock is at or above the applicable target stock price for a minimum of 20 out of 30 consecutive trading days within ten years of the date of grant, subject to the Reporting Person remaining in continuous service through the achievement of each of the applicable target stock prices.
4. Represents stock options granted to the Reporting Person on July 1, 2022 in connection with the Reporting Person's appointment as Co-Chief Executive Officer of the Issuer, under the Issuer's Omnibus Equity Incentive Plan. One-fourth of these stock options will vest on May 25, 2023, and the remainder will vest ratably in approximately 1/16 installments of the total number of stock options on a quarterly basis thereafter, provided that the Reporting Person remains in continuous service on each applicable vesting date.
/s/ John Caplan 07/06/2022
** 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.


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