Sec Form 3 Filing - Birenbaum Shira @ ION Acquisition Corp 3 Ltd. - 2021-07-26

FORM 3 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 Birenbaum Shira 2. Issuer Name and Ticker or Trading Symbol ION Acquisition Corp 3 Ltd. [ IACC] 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 ION ACQUISITION CORP 3 LTD., 89 MEDINAT HAYEHUDIM STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/26/2021 (Street) HERZLIYA, L34676672 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

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 Options to Purchase Class B Ordinary Shares ( 1 ) ( 1 ) 05/04/2023 Class A Ordinary Shares 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Birenbaum Shira C/O ION ACQUISITION CORP 3 LTD. 89 MEDINAT HAYEHUDIM STREET HERZLIYA, L34676672 X Signatures /s/ Anthony Reich Attorney-in-Fact for Shira Fayans Birenbaum 07/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person owns 25,000 options (the "Options"), granted by ION Holdings 3, LP ("ION 3 LP"), each allowing for the purchase of one Class B ordinary share, par value $0.0001 per share, of ION Acquisition Corp 3 Ltd. (the "Issuer"). Shira Fayans Birenbaum paid ION 3 LP an aggregate amount of $25.00 in consideration for the assignment of the Options, or $0.001 per Option. The reporting person was granted the options immediately prior to her appointment as a director of the Issuer. The aggregate exercise price for all 25,000 Options is $73.81, or $0.003 per Option. The Options shall be exercised on the date of the close of a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses and the Issuer.

Remarks: See Exhibit 24.1 - Power of Attorney.

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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