| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Innovid Corp. [ CTV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/30/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 11/30/2021 | A | 2,413,993 | A | (1) | 2,413,993 | D | |||
| Common Stock | 11/30/2021 | A | 977,394 | A | (1) | 977,394 | I | By Family Trust #1 | ||
| Common Stock | 11/30/2021 | A | 977,394 | A | (1) | 977,394 | I | By Family Trust #2 | ||
| Common Stock | 11/30/2021 | A | 977,394 | A | (1) | 977,394 | I | By Family Trust #3 | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options | $2.81 | 11/30/2021 | A | 314,254 | (2) | 04/29/2031 | Common Stock | 314,254 | (1)(3) | 314,254 | D | ||||
| Stock Options | $0.61 | 11/30/2021 | A | 1,334,644 | (2) | 11/15/2030 | Common Stock | 1,334,644 | (1)(3) | 1,334,644 | D | ||||
| Explanation of Responses: |
| 1. On November 30, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of June 24, 2021, by and among ION Acuqisition Corp 2 Ltd. ("ION"), Inspire Merger Sub 1, Inc.. ("Merger Sub"), Inspire Merger Sub 2, LLC ("Merger Sub 2") and Innovid, Inc. ("Innovid"), (i) Merger Sub merged with and into Innovid (the "First Merger"), with Innovid surviving as a wholly owned subsidiary of ION (the "Surviving Corporation"), and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation merged with and into Merger Sub 2 (the "Second Merger"), with Merger Sub 2 being the surviving entity in the Second Merger and continuing as a wholly-owned subsidiary of ION. Upon the effective time of the First Merger (the "Effective Time"), each issued and outstanding share of common stock of Innovid was automatically cancelled and converted into approximately 1.337 (the "Exchange Ratio") shares of common stock of ION. |
| 2. 25% of the shares subject to the option vested or will vest 12 months after the grant date, and l/12th of the shares subject to the options vested or will vest quarterly thereafter, subject to continued service through each vesting date. Upon a termination by Innovid without cause or by the named executive for good reason, 50% of all unvested option shall vest. In the event such qualifying termination occurs within 12 months following a qualifying corporate transaction, all unvested shares subject to the option will accelerate and vest. |
| 3. At the Effective Time, each outstanding option to purchase shares of Innovid common stock (each, an "Innovid Option") was automatically cancelled and converted into an option to purchase a number of shares of common stock of ION equal to (i) the number of shares of Innovid common stock subject to the applicable Innovid Option multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole share. |
| Remarks: |
| /s/ Nabilah Irshad, Attorney-in-fact | 12/01/2021 | |
| ** 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). | ||
| ** 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. | ||