New insider Altice Teads S.A. claimed ownership of 43,750,000 shares (SEC Form 3)
$OB
Computer Software: Programming Data Processing
Technology
| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/03/2025 |
3. Issuer Name and Ticker or Trading Symbol
Outbrain Inc. [ OB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock | 43,750,000(1)(2) | D(3)(4)(5) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On February 3, 2025 (the "Closing Date"), pursuant to the Share Purchase Agreement, dated as of August 1, 2024 (as amended by Amendment No. 1 on February 3, 2025, the "Share Purchase Agreement"), by and among Altice Teads S.A., a public limited liability company (societe anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Altice Teads"), TEADS, a private limited liability company (societe a responsabilite limitee) incorporated and existing under the laws of the Grand Duchy of Luxembourg and then a wholly owned subsidiary of Altice Teads ("Teads"), and Outbrain Inc., a Delaware corporation ("Outbrain"), Outbrain acquired, via certain of its subsidiaries, from Altice Teads all of the issued and outstanding share capital of Teads, upon the terms and subject to the conditions set forth in the Share Purchase Agreement (the "Transaction"). |
| 2. In accordance with the Share Purchase Agreement, on the Closing Date, at the closing of the Transaction (the "Closing") and as consideration for the shares of Teads held by Altice Teads, Outbrain paid to Altice Teads $625,000,000, subject to certain customary adjustments, and issued to Altice Teads 43,750,000 shares of common stock, par value $0.001 per share, of Outbrain ("Common Stock"). |
| 3. Represents securities owned directly by Altice Teads. Altice Teads is a direct, wholly owned subsidiary of Altice International S.a r.l. (except for one share held by Altice Luxembourg S.A.). Altice International S.a r.l. is a direct, wholly owned subsidiary of Altice Luxembourg S.A. Altice Luxembourg S.A. is a direct, wholly owned subsidiary of Altice Group Lux S.a r.l. Next Alt S.a r.l. owns 91.33% of the outstanding shares of Altice Group Lux S.a r.l. Next Luxembourg S.C.Sp owns all of the outstanding share capital of Next Alt S.a r.l. Patrick Drahi owns all of the outstanding limited partnership units of Next Luxembourg S.C.Sp. Next Luxembourg Management GP S.a r.l. is the general partner of Next Luxembourg S.C.Sp. Patrick Drahi owns all of the outstanding share capital of Next Luxembourg Management GP S.a r.l. |
| 4. As a result of the ownership described in footnote (3) above, Altice Teads, Altice International S.a r.l., Altice Luxembourg S.A., Altice Group Lux S.a r.l., Next Alt S.a r.l., Next Luxembourg S.C.Sp, Next Luxembourg Management GP S.a r.l. and Patrick Drahi (collectively, the "Reporting Persons") may be deemed to have shared beneficial ownership of all of the securities beneficially owned by Altice Teads. Neither the filing of this Form 3 nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than Altice Teads to the extent it directly holds the securities reported on this Form 3) is the beneficial owner of the Common Stock referred to herein for purposes of Section 16 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed except to the extent of the Reporting Persons' respective pecuniary interest therein. |
| 5. Solely for purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors-by-deputization by virtue of the Reporting Persons' contractual right to nominate two directors to the board of directors of Outbrain (the "Board") pursuant to the Stockholders' Agreement, dated as of the Closing Date, by and between Altice Teads and Outbrain entered into in connection with the Closing. For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interest of the securities reported herein by the Reporting Persons. |
| Remarks: |
| Exhibit 24 - Powers of Attorney |
| ALTICE TEADS S.A., By: /s/ Natacha Marty, as Attorney-in-Fact | 02/12/2025 | |
| ALTICE INTERNATIONAL S.A R.L., By: /s/ Natacha Marty, as Attorney-in-Fact | 02/12/2025 | |
| ALTICE LUXEMBOURG S.A., By: /s/ Natacha Marty, as Attorney-in-Fact | 02/12/2025 | |
| ALTICE GROUP LUX S.A R.L., By: /s/ Natacha Marty, as Attorney-in-Fact | 02/12/2025 | |
| NEXT ALT S.A R.L., By: /s/ Natacha Marty, as Attorney-in-Fact | 02/12/2025 | |
| NEXT LUXEMBOURG S.C.Sp, By: /s/ Natacha Marty, as Attorney-in-Fact | 02/12/2025 | |
| NEXT LUXEMBOURG MANAGEMENT GP S.A R.L., By: /s/ Natacha Marty, as Attorney-in-Fact | 02/12/2025 | |
| PATRICK DRAHI, By: /s/ Natacha Marty, as Attorney-in-Fact | 02/12/2025 | |
| ** 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. | ||