Sec Form 4 Filing - Peres Nechemia Jacob @ Taboola.com Ltd. - 2024-08-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Peres Nechemia Jacob
2. Issuer Name and Ticker or Trading Symbol
Taboola.com Ltd. [ TBLA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O TABOOLA.COM LTD., 16 MADISON SQUARE WEST 7TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2024
(Street)
NEW YORK, NY10010
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Ordinary Shares 08/09/2024 A 59,172 ( 1 ) A $ 0 187,759 ( 2 ) D
Ordinary Shares 5,541,515 I see footnote ( 3 )
Ordinary Shares 713,899 I see footnote ( 4 )
Ordinary Shares 132,234 I see footnote ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Peres Nechemia Jacob
C/O TABOOLA.COM LTD.
16 MADISON SQUARE WEST 7TH FLOOR
NEW YORK, NY10010
X
Signatures
/s/ John Ferrantino, Attorney-in-fact 08/13/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Share Units ("RSUs") granted to the Reporting Person in connection with their service on the Issuer's Board of Directors. 100% of the RSUs shall vest on May 1, 2025, subject to the Reporting Person's continuous service through the vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.
( 2 )The Reporting Person is affiliated with Pitango Venture Capital ("Pitango"). Pitango related entities are shareholders in the Issuer. Other Pitango fund managers have a pecuniary interest in the reported shares. The Reporting Person disclaims beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
( 3 )The reported shares are held directly by Pitango Venture Capital Fund VI, L.P. ("Pitango Fund VI, L.P."). Pitango V.C. Fund VI, L.P. ("Pitango GP") serves as the sole general partner of Pitango Fund VI, L.P. The Reporting Person is a Managing Partner of Pitango GP and, in such capacity, has shared voting and dispositive power with respect to the shares held by Pitango Fund VI, L.P. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
( 4 )The reported shares are held directly by Pitango Venture Capital Fund VI-A, L.P. ("Pitango Fund VI-A, L.P."). Pitango GP serves as the sole general partner of Pitango Fund VI-A, L.P. The Reporting Person is a Managing Partner of Pitango GP and, in such capacity, has shared voting and dispositive power with respect to the shares held by Pitango Fund VI-A, L.P. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.
( 5 )The reported shares are held directly by Pitango Venture Capital Principals Fund VI, L.P. ("Pitango Principals Fund VI, L.P."). Pitango GP serves as the sole general partner of Pitango Principals Fund VI, L.P. The Reporting Person is a Managing Partner of Pitango GP and, in such capacity, has shared voting and dispositive power with respect to the shares held by Pitango Principals Fund VI, L.P. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

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).

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