Sec Form 4 Filing - ION Holdings 3, LP @ ION Acquisition Corp 3 Ltd. - 2021-07-26

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 ION Holdings 3, LP 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) _____ Director X __ 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) _____ 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 (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 ) 07/26/2021 J( 1 ) 25,000 ( 1 ) 05/04/2023 Class A Ordinary Shares 25,000 ( 1 ) 25,000 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ION Holdings 3, LP C/O ION ACQUISITION CORP 3 LTD. 89 MEDINAT HAYEHUDIM STREET HERZLIYA, L34676672 X ION Acquisition Corp GP Ltd. C/O ION ACQUISITION CORP 3 LTD. 89 MEDINAT HAYEHUDIM STREET HERZLIYA, L34676672 X Shany Gilad C/O ION ACQUISITION CORP 3 LTD. 89 MEDINAT HAYEHUDIM STREET HERZLIYA, L34676672 X Co-Chief Executive Officer Signatures /s/ Anthony Reich Attorney-in-Fact for ION Holdings 3, LP 07/26/2021 Signature of Reporting Person Date /s/ Anthony Reich Attorney-in-Fact for ION Acquisition Corp GP Ltd. 07/26/2021 Signature of Reporting Person Date /s/ Anthony Reich Attorney-in-Fact for Gilad Shany 07/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )ION Holdings 3, LP ("ION 3 LP") granted 25,000 options (the "Options") to Shira Fayans Birenbaum, 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") immediately prior to her appointment as a director of the Issuer. Shira Fayans Birenbaum paid ION 3 LP an aggregate amount of $25.00 in consideration for the grant of the Options, or $0.001 per Option. 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. ( 2 )ION 3 LP is the record holder of the ordinary shares. As the general partner of ION 3 LP, ION Acquisition Corp GP Ltd. ("ION GP") has voting and investment discretion with respect to the ordinary shares held by ION 3 LP. An investment committee comprised of five individuals, including Mr. Gilad Shany, makes voting and investment decisions in the ordinary shares indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION 3 LP in the ordinary shares to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the ordinary shares held by ION 3 LP under Section 13(d) of the Securities Exchange Act of 1934, as amended, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the ordinary shares held by ION 3 LP, other than to the extent of any pecuniary interest therein.

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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