0001104659-21-089496.txt : 20210706 0001104659-21-089496.hdr.sgml : 20210706 20210706172913 ACCESSION NUMBER: 0001104659-21-089496 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210625 FILED AS OF DATE: 20210706 DATE AS OF CHANGE: 20210706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV Member Fund, L.P. CENTRAL INDEX KEY: 0001361345 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40547 FILM NUMBER: 211075241 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-8233 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Marshall Christopher P CENTRAL INDEX KEY: 0001440008 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40547 FILM NUMBER: 211075240 MAIL ADDRESS: STREET 1: 250 MIDDLEFIELD RD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV VIII, L.P. CENTRAL INDEX KEY: 0001566336 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40547 FILM NUMBER: 211075244 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-8200 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV VIII (A), L.P. CENTRAL INDEX KEY: 0001566338 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40547 FILM NUMBER: 211075243 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-8200 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCV VIII (B), L.P. CENTRAL INDEX KEY: 0001566339 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40547 FILM NUMBER: 211075242 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: (650) 614-8200 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Technology Crossover Manangement VIII, L.P. CENTRAL INDEX KEY: 0001626281 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40547 FILM NUMBER: 211075245 BUSINESS ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: 528 RAMONA STREET CITY: PALO ALTO STATE: CA ZIP: 94301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Technology Crossover Management VIII, Ltd. CENTRAL INDEX KEY: 0001626282 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40547 FILM NUMBER: 211075246 BUSINESS ADDRESS: STREET 1: C/O TECHNOLOGY CROSSOVER VENTURES STREET 2: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-614-8200 MAIL ADDRESS: STREET 1: C/O TECHNOLOGY CROSSOVER VENTURES STREET 2: 250 MIDDLEFIELD ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Payoneer Global Inc. CENTRAL INDEX KEY: 0001845815 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 861778671 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2929 ARCH STREET, SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 215-701-9555 MAIL ADDRESS: STREET 1: 2929 ARCH STREET, SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 FORMER COMPANY: FORMER CONFORMED NAME: New Starship Parent, Inc. DATE OF NAME CHANGE: 20210211 3 1 tm2121472-2_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2021-06-25 0 0001845815 Payoneer Global Inc. PAYO 0001626282 Technology Crossover Management VIII, Ltd. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 1 1 May be part of a 13(d) group 0001626281 Technology Crossover Manangement VIII, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 1 1 May be part of a 13(d) group 0001566336 TCV VIII, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of a 13(d) group 0001566338 TCV VIII (A), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of a 13(d) group 0001566339 TCV VIII (B), L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of a 13(d) group 0001361345 TCV Member Fund, L.P. C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 0 0 0 1 May be part of a 13(d) group 0001440008 Marshall Christopher P C/O TCV 250 MIDDLEFIELD ROAD MENLO PARK CA 94025 1 0 0 0 Common Stock 41697116 I See footnotes Earnout Rights 2026-06-25 Common Stock 4888878 I See footnotes Includes 29,665,110 shares held directly by TCV VIII, L.P., 7,999,744 shares held directly by TCV VIII (A), L.P., 1,842,451 shares held directly by TCV VIII (B), L.P. and 2,189,811 shares held directly by TCV Member Fund, L.P. Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM"), which in turn is the sole general partner of TCV VIII, L.P., TCV VIII (A), L.P. and TCV VIII (B), L.P. Management VIII is also a general partner of TCV Member Fund, L.P. Christopher P. Marshall, a Class A Director of Management VIII and a limited partner of TCM VIII and TCV Member Fund, L.P., serves as a director of the issuer and may have limited partner or other interests in one or more of the other entities described in this footnote 2. Earnout Rights acquired 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 (the "Reorganization Agreement"), by and among New Starship Parent, Inc., which subsequently changed its name to Payoneer Global Inc., Starship Merger Sub I Inc., Starship Merger Sub II, Inc., Payoneer Inc. and FTAC Olympus Acquisition Corp. Pursuant to earnout provisions in the Reorganization Agreement, TCV VIII, L.P., TCV VIII (A), L.P., TCV VIII (B), L.P. and TCV Member Fund, L.P. are entitled to receive 3,478,158, 937,949, 216,022 and 256,749 shares of Common Stock, respectively, if from June 25, 2021 until the fifth anniversary thereof, the closing per share price of Common Stock exceeds certain thresholds as discussed below. 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 June 25, 2021, 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 June 25, 2021. The issuance of such shares are subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement. Each of the entities and individual described above are referred to herein as "Reporting Persons." Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its or his respective pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose. Exhibit 99.1 (Signatures and Joint Filer Information) /s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, Ltd. 2021-07-06 EX-99.1 2 tm2121472d2_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Joint Filer Information

Name of Joint Filer:	Technology Crossover Management VIII, L.P.

Address of Joint Filer:	c/o TCV
	250 Middlefield Road
	Menlo Park, CA 94025

Relationship of Joint Filer to Issuer:	10% Owner; may be part of a 13(d) group

Issuer Name and Ticker or Trading Symbol:	Payoneer Global Inc. [PAYO]

Date of Event Requiring Statement
(Month/Day/Year):	June 25, 2021

Designated Filer:	Technology Crossover Management VIII, Ltd.

Signature:

Technology Crossover Management VIII, L.P.


By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

Dated:	July 6, 2021

Joint Filer Information

(continued)

Name of Joint Filer:	TCV VIII, L.P.

Address of Joint Filer:	c/o TCV
	250 Middlefield Road
	Menlo Park, CA 94025

Relationship of Joint Filer to Issuer:	May be part of a 13(d) group

Issuer Name and Ticker or Trading Symbol:	Payoneer Global Inc. [PAYO]

Date of Event Requiring Statement
(Month/Day/Year):	June 25, 2021

Designated Filer:	Technology Crossover Management VIII, Ltd.

Signature:

TCV VIII, L.P.


By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

Dated:	July 6, 2021

Joint Filer Information

(continued)

Name of Joint Filer:	TCV VIII (A), L.P.

Address of Joint Filer:	c/o TCV
	250 Middlefield Road
	Menlo Park, CA 94025

Relationship of Joint Filer to Issuer:	May be part of a 13(d) group

Issuer Name and Ticker or Trading Symbol:	Payoneer Global Inc. [PAYO]

Date of Event Requiring Statement
(Month/Day/Year):	June 25, 2021

Designated Filer:	Technology Crossover Management VIII, Ltd.

Signature:

TCV VIII (A), L.P.


By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

Dated:	July 6, 2021

Joint Filer Information

(continued)

Name of Joint Filer:	TCV VIII (B), L.P.

Address of Joint Filer:	c/o TCV
	250 Middlefield Road
	Menlo Park, CA 94025

Relationship of Joint Filer to Issuer:	May be part of a 13(d) group

Issuer Name and Ticker or Trading Symbol:	Payoneer Global Inc. [PAYO]

Date of Event Requiring Statement
(Month/Day/Year):	June 25, 2021

Designated Filer:	Technology Crossover Management VIII, Ltd.

Signature:

TCV VIII (B), L.P.


By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

Dated:	July 6, 2021

Joint Filer Information

(continued)

Name of Joint Filer:	TCV Member Fund, L.P.

Address of Joint Filer:	c/o TCV
	250 Middlefield Road
	Menlo Park, CA 94025

Relationship of Joint Filer to Issuer:	May be part of a 13(d) group

Issuer Name and Ticker or Trading Symbol:	Payoneer Global Inc. [PAYO]

Date of Event Requiring Statement
(Month/Day/Year):	June 25, 2021

Designated Filer:	Technology Crossover Management VIII, Ltd.

Signature:

TCV Member Fund, L.P.


By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

Dated:	July 6, 2021

Joint Filer Information

(continued)

Name of Joint Filer:	Christopher P. Marshall

Address of Joint Filer:	c/o TCV
	250 Middlefield Road
	Menlo Park, CA 94025

Relationship of Joint Filer to Issuer:	Director

Issuer Name and Ticker or Trading Symbol:	Payoneer Global Inc. [PAYO]

Date of Event Requiring Statement
(Month/Day/Year):	June 25, 2021

Designated Filer:	Technology Crossover Management VIII, Ltd.

Signature:

Christopher P. Marshall


By:	/s/ Frederic D. Fenton
	Name:	Frederic D. Fenton
	Title:	Authorized Signatory

Dated:	July 6, 2021