Initial Statement of Beneficial Ownership (3)
27 Juli 2021 - 12:27PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Birenbaum Shira |
2. Date of Event Requiring Statement (MM/DD/YYYY)
7/26/2021
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3. Issuer Name and Ticker or Trading Symbol
ION Acquisition Corp 3 Ltd. [IACC]
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(Last)
(First)
(Middle)
C/O ION ACQUISITION CORP 3 LTD., 89 MEDINAT HAYEHUDIM STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
HERZLIYA, L3 4676672
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Options to Purchase Class B Ordinary Shares | (1) | 5/4/2023 | Class A Ordinary Shares | 25000 | (1) | D | |
| 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Birenbaum Shira
C/O ION ACQUISITION CORP 3 LTD.
89 MEDINAT HAYEHUDIM STREET
HERZLIYA, L3 4676672 | X |
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Signatures
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| /s/ Anthony Reich Attorney-in-Fact for Shira Fayans Birenbaum | | 7/26/2021 |
| **Signature of Reporting Person | Date |
ION Acquisition Corp 3 (NYSE:IACC)
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