Payoneer Global Inc. — Director's Dealing 2021

Jun 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Payoneer Global Inc. (PAYO)
CIK: 0001845815
Period of Report: 2021-06-25

Reporting Person: Rosenblatt Charles (Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-25	Common Stock	A	329000	—	Acquired	329000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-25	Stock Option (Right to Buy)	$2.74	A	282000	Acquired	2030-06-28	Common Stock (282000)	Direct
2021-06-25	Stock Option (Right to Buy)	$7.87	A	23500	Acquired	2031-02-05	Common Stock (23500)	Direct

Footnotes

F1: 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".

F2: 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.

F3: Reflects 329,000 shares of Common Stock underlying restricted stock units subject to time-based vesting, acquired pursuant to the Reorganization Agreement.

F4: 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.

F5: 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.