SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Goldman Tsafi

(Last)

(First)

(Middle)

150 W 30TH ST

(Street)

NEW YORK

10001

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CL&RO

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/25/2021		A⁽¹⁾⁽²⁾⁽³⁾		112,800	A	⁽¹⁾⁽²⁾⁽³⁾	112,800	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Earnout Rights	⁽⁴⁾⁽⁵⁾	06/25/2021		A		55,714		⁽⁴⁾⁽⁵⁾	06/25/2026	Common Stock	55,714	⁽⁴⁾⁽⁵⁾	55,714	D
Stock Option (Right to Buy)	$0.62	06/25/2021		A		75,946		⁽⁶⁾	01/25/2025	Common Stock	75,946	⁽¹⁾⁽²⁾⁽⁶⁾	75,946	D
Stock Option (Right to Buy)	$1.41	06/25/2021		A		43,209		⁽⁷⁾	02/14/2026	Common Stock	43,209	⁽¹⁾⁽²⁾⁽⁷⁾	43,209	D
Stock Option (Right to Buy)	$1.81	06/25/2021		A		37,600		⁽⁸⁾	07/17/2026	Common Stock	37,600	⁽¹⁾⁽²⁾⁽⁸⁾	37,600	D
Stock Option (Right to Buy)	$3.02	06/25/2021		A		94,000		⁽⁹⁾	02/11/2027	Common Stock	94,000	⁽¹⁾⁽²⁾⁽⁹⁾	94,000	D
Stock Option (Right to Buy)	$2.8	06/25/2021		A		112,800		⁽¹⁰⁾	02/04/2028	Common Stock	112,800	⁽¹⁾⁽²⁾⁽¹⁰⁾	112,800	D
Stock Option (Right to Buy)	$2.9	06/25/2021		A		131,600		⁽¹¹⁾	02/10/2029	Common Stock	131,600	⁽¹⁾⁽²⁾⁽¹¹⁾	131,600	D
Stock Option (Right to Buy)	$2.74	06/25/2021		A		75,200		⁽¹²⁾	03/17/2030	Common Stock	75,200	⁽¹⁾⁽²⁾⁽¹²⁾	75,200	D
Stock Option (Right to Buy)	$0.01	06/25/2021		A		112,800		⁽¹³⁾	03/17/2030	Common Stock	112,800	⁽¹⁾⁽²⁾⁽¹³⁾	112,800	D
Stock Option (Right to Buy)	$7.87	06/25/2021		A		75,200		⁽¹⁴⁾	02/05/2031	Common Stock	75,200	⁽¹⁾⁽²⁾⁽¹⁴⁾	75,200	D

Explanation of Responses:

1. 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".

2. 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.

3. Reflects 112,800 shares of Common Stock underlying restricted units subject to time-based vesting, acquired pursuant to the Reorganization Agreement.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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

10. 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.

11. 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.

12. 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.

13. 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.

14. 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.

	/s/ Tsafi Goldman	06/29/2021
	** 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 4 (b)(v).
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