Payoneer Global Inc.

11/13/2024 | Press release | Distributed by Public on 11/13/2024 20:59

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Technology Crossover Management VIII, Ltd.
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
_____ Officer (give title below) __X__ Other (specify below)
May be part of a 13(d) group
(Last) (First) (Middle)
250 MIDDLEFIELD ROAD
3. Date of Earliest Transaction (Month/Day/Year)
11/11/2024
(Street)
MENLO PARK, CA 94025
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 11/11/2024 S(1) 7,500,000(1) D $10.32 34,197,116(2) I See footnotes(3)(4)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Technology Crossover Management VIII, Ltd.
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025
May be part of a 13(d) group
Technology Crossover Manangement VIII, L.P.
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025
May be part of a 13(d) group
TCV VIII, L.P.
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025
May be part of a 13(d) group
TCV VIII (A), L.P.
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025
May be part of a 13(d) group
TCV VIII (B), L.P.
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025
May be part of a 13(d) group
TCV Member Fund, L.P.
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025
May be part of a 13(d) group
Marshall Christopher P
250 MIDDLEFIELD ROAD
MENLO PARK, CA 94025
X

Signatures

/s/ Frederic D. Fenton, Authorized Signatory for Technology Crossover Management VIII, Ltd. 11/13/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 5,337,335 shares sold by TCV VIII, L.P., 1,439,310 shares sold by TCV VIII (A), L.P., 331,491 shares sold by TCV VIII (B), L.P. and 391,864 shares sold by TCV Member Fund, L.P.
(2) Includes 24,327,775 shares held directly by TCV VIII, L.P., 6,560,434 shares held directly by TCV VIII (A), L.P., 1,510,960 shares held directly by TCV VIII (B), L.P. and 1,797,947 shares held directly by TCV Member Fund, L.P. following the sale.
(3) Technology Crossover Management VIII, Ltd. ("Management VIII") is the sole general partner of Technology Crossover Management VIII, L.P. ("TCM VIII"), 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 3.
(4) 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 hisrespective 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.

Remarks:
Exhibit 99.1 (Signatures and Joint Filer Information), incorporated herein by reference.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.