January 9, 2024 · Form 4 insider transaction
Maniv Eldad sold 1,700 shares of Taboola.com Ltd at $4.50 per share, a transaction worth $7.7K. The trade was recorded as open-market sale under a pre-scheduled Rule 10b5-1 plan and disclosed on an SEC Form 4, filed 1 day after the transaction.
The Reporting Person is subject to taxation in the United States and in Israel, which differ significantly in how they tax equity compensation. Among other differences, the use of a net issuance mechanism, while customary in the United States, may have adverse tax consequences in Israel. Due to these differences, the sales reported in this Form 4 were made in connection with the Reporting Person's tax obligations.; The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 30, 2023.; Includes 7,830,562 ordinary shares.; Includes 718,616 Restricted Share Units ("RSUs") which shall vest in equal quarterly installments through 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share of the Issuer upon vesting.; Includes 992,851 RSUs which vested or shall vest in equal quarterly installments through 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs will not convert to ordinary shares until the satisfaction of an additional time-based settlement condition to occur on or after two years and one day following the date of grant. The settlement is not conditioned on the Reporting Person's provision of service on settlement date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.; Includes 8,549,178 ordinary shares, including the ordinary shares underlying RSUs, as to which in November 2022 the Reporting Person irrevocably conveyed his rights to a trust for which the Reporting Person's spouse is the sole beneficiary. The Reporting Person disclaims beneficial ownership in such shares for the purpose of Section 16 of the Securities Exchange Act of 1934 ("Section 16"), except to the extent of his indirect pecuniary interest, if any, and his dispositive power, if any, therein. This report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.