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: Goldman Tsafi (CL&RO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-25	Common Stock	A	112800	—	Acquired	112800	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-25	Earnout Rights	$	A	55714	Acquired	2026-06-25	Common Stock (55714)	Direct
2021-06-25	Stock Option (Right to Buy)	$0.62	A	75946	Acquired	2025-01-25	Common Stock (75946)	Direct
2021-06-25	Stock Option (Right to Buy)	$1.41	A	43209	Acquired	2026-02-14	Common Stock (43209)	Direct
2021-06-25	Stock Option (Right to Buy)	$1.81	A	37600	Acquired	2026-07-17	Common Stock (37600)	Direct
2021-06-25	Stock Option (Right to Buy)	$3.02	A	94000	Acquired	2027-02-11	Common Stock (94000)	Direct
2021-06-25	Stock Option (Right to Buy)	$2.80	A	112800	Acquired	2028-02-04	Common Stock (112800)	Direct
2021-06-25	Stock Option (Right to Buy)	$2.90	A	131600	Acquired	2029-02-10	Common Stock (131600)	Direct
2021-06-25	Stock Option (Right to Buy)	$2.74	A	75200	Acquired	2030-03-17	Common Stock (75200)	Direct
2021-06-25	Stock Option (Right to Buy)	$0.01	A	112800	Acquired	2030-03-17	Common Stock (112800)	Direct
2021-06-25	Stock Option (Right to Buy)	$7.87	A	75200	Acquired	2031-02-05	Common Stock (75200)	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 112,800 shares of Common Stock underlying restricted units subject to time-based vesting, acquired pursuant to the Reorganization Agreement.

F4: Reflects Earnout Rights acquired pursuant to the Reorganization Agreement. Pursuant to earnout provisions in the Reorganization Agreement, the Reporting Person is entitled to receive such shares of Common Stock if, from the closing of the Reorganization (the "Closing") until the fifth anniversary thereof, the closing per share price of Common Stock exceeds certain thresholds as discussed below.

F5: 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 are subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement.

F6: This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 85,000 shares of common stock of Legacy Payoneer.

F7: This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 22,984 shares of common stock of Legacy Payoneer.

F8: This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 20,000 shares of common stock of Legacy Payoneer.

F9: This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 50,000 shares of common stock of Legacy Payoneer

F10: 91,650 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 60,000 shares of common stock of Legacy Payoneer.

F11: 74,025 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 70,000 shares of common stock of Legacy Payoneer.

F12: 23,500 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 40,000 shares of common stock of Legacy Payoneer.

F13: 35,250 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 60,000 shares of common stock of Legacy Payoneer.

F14: 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 40,000 shares of common stock of Legacy Payoneer.