Teads Holding Co. — Director's Dealing 2021

Jul 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Outbrain Inc. (OB)
CIK: 0001454938
Period of Report: 2021-07-27

Reporting Person: Sela Yossi (Director, Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-27	Common Stock	C	4383637	$0.00	Acquired	4921763	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-07-27	Series A Preferred Stock	$	C	1667090	Disposed		Common Stock (1667090)	Indirect
2021-07-27	Series B Preferred Stock	$	C	1531301	Disposed		Common Stock (1531301)	Indirect
2021-07-27	Series C Preferred Stock	$	C	935247	Disposed		Common Stock (935247)	Indirect
2021-07-27	Series F Preferred Stock	$	C	219244	Disposed		Common Stock (249999)	Indirect

Footnotes

F1: The shares are held directly by Gemini Israel IV L.P. ("Gemini LP"), Gemini Israel IV (Annex Fund) L.P. ("Gemini LP Annex"), Gemini Partners Investors IV L.P. ("Gemini Partners") and Gemini Partners Investors IV (Annex Fund) L.P. ("Gemini Partners Annex," and together with Gemini LP, Gemini LP Annex and Gemini Partners, the "Gemini Funds"). Gemini Israel Funds Ltd. is the general partner and/or controlling partner of each of the Gemini Funds.

F2: The reporting person, through his position, relationship and/or affiliation with the Gemini Entities, may have shared voting and investment power with respect to the shares beneficially owned by the Gemini Funds. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by the Gemini Funds. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

F3: The shares of Series A, Series B, Series C and Series F Preferred Stock previously reported by the reporting person converted to Common Stock on July 27, 2021 at the ratios specified in the company's Eleventh Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.3 to the company's Registration Statement on Form S-1, as amended (File No. 333-257525), in connection with the consummation of the company's initial public offering.

F4: Includes 30,755 shares issued pursuant to a preset automatic anti-dilution adjustment set forth in the terms of the Series F Preferred Stock.