SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bower Scott

(Last)

(First)

(Middle)

90 PARK AVENUE

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/08/2024

3. Issuer Name and Ticker or Trading Symbol
Pagaya Technologies Ltd. [ PGY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Deputy Chief Financial Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Share	1,471	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Stock Option (right to buy)	01/18/2024	02/13/2032	Class A Ordinary Share	1,947	$51.36	D
Incentive Stock Option (right to buy)	01/18/2025	02/13/2032	Class A Ordinary Share	1,947	$51.36	D
Incentive Stock Option (right to buy)	01/18/2026	02/13/2032	Class A Ordinary Share	1,947	$51.36	D
Non-Qualified Stock Option (right to buy)	04/18/2023	02/13/2032	Class A Ordinary Share	3,275	$12.24	D
Non-Qualified Stock Option (right to buy)	07/18/2023	02/13/2032	Class A Ordinary Share	3,275	$12.24	D
Non-Qualified Stock Option (right to buy)	10/18/2023	02/13/2032	Class A Ordinary Share	3,274	$12.24	D
Non-Qualified Stock Option (right to buy)	01/18/2024	02/13/2032	Class A Ordinary Share	1,327	$51.36	D
Non-Qualified Stock Option (right to buy)	04/18/2024	02/13/2032	Class A Ordinary Share	3,275	$51.36	D
Non-Qualified Stock Option (right to buy)	07/18/2024	02/13/2032	Class A Ordinary Share	3,275	$51.36	D
Non-Qualified Stock Option (right to buy)	10/18/2024	02/13/2032	Class A Ordinary Share	3,275	$51.36	D
Non-Qualified Stock Option (right to buy)	01/18/2025	02/13/2032	Class A Ordinary Share	1,327	$51.36	D
Non-Qualified Stock Option (right to buy)	04/18/2025	02/13/2032	Class A Ordinary Share	3,275	$51.36	D
Non-Qualified Stock Option (right to buy)	07/18/2025	02/13/2032	Class A Ordinary Share	3,275	$51.36	D
Non-Qualified Stock Option (right to buy)	10/18/2025	02/13/2032	Class A Ordinary Share	3,275	$51.36	D
Non-Qualified Stock Option (right to buy)	01/18/2026	02/13/2032	Class A Ordinary Share	1,328	$51.36	D
Restricted Stock Unit	⁽¹⁾	⁽¹⁾	Class A Ordinary Share	34,153	$0	D
Restricted Stock Unit	⁽²⁾	⁽²⁾	Class A Ordinary Share	7,812	$0	D

Explanation of Responses:

1. 1/4th of the total 34,153 restricted stock units initially subject to this award vest on May 15, 2024, 1/4th of the total units initially subject to this award vest on January 1, 2025 and the remainder of the award vests in equal amounts every three months for the following 12 months thereafter.

2. 1/4th of the total 20,833 restricted stock units initially subject to this award vested on April 1, 2023, 1/4th of the total units initially subject to this award vested on January 1, 2024 and the reminder of the award vests every three months for the 12 months thereafter.

Remarks:

	/s/ Natalie Wilmore, Attorney-in-Fact	05/17/2024
	** 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 5 (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.