Payoneer Global Inc. — Director's Dealing 2022

Jul 7, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Payoneer Global Inc. (PAYO)
CIK: 0001845815
Period of Report: 2022-07-01

Reporting Person: Caplan John (Director, Co-Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-07-01	Common Stock	A	2000000	—	Acquired	2000000	Direct
2022-07-01	Common Stock	A	2500000	—	Acquired	4500000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-07-01	Stock Option (Right to Buy)	$3.98	A	500000	Acquired	2032-07-01	Common Stock (500000)	Direct

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: 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.