Sec Form 3 Filing - Vidal Dominique @ Outbrain Inc. - 2021-07-22

Insider filing report for Changes in Beneficial Ownership
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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
Vidal Dominique
2. Issuer Name and Ticker or Trading Symbol
Outbrain Inc. [ OB]
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)
44 ESPLANADE, 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/22/2021
(Street)
ST. HELIER, JERSEY, Y9JE1 3FG
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
Common Stock 377,310 I See footnote ( 1 ) ( 2 )
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
Series A Preferred Stock ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 162,554 I See footnote ( 2 ) ( 3 )
Series D Preferred Stock ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 1,702,718 I See footnote ( 2 ) ( 3 )
Series F Preferred Stock ( 3 ) ( 3 ) ( 3 ) ( 3 ) Common Stock 173,205 I See footnote ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vidal Dominique
44 ESPLANADE, 5TH FLOOR
ST. HELIER, JERSEY, Y9JE1 3FG
X
Signatures
/s/ Dominique Vidal 07/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held directly by Index Ventures Growth II (Jersey) L.P. ("Index Jersey"), Index Ventures Growth II Parallel Entrepreneur Fund (Jersey) L.P. ("Index PEF") and Yucca (Jersey) S.L.P. ("Yucca") (together with Index Jersey and Index PEF the "Index Entities"). Index Venture Growth Associates II Limited ("Index Associates") is the managing general partner of Index Jersey and Index PEF and may be deemed to have voting and dispositive power over the shares held by Index Jersey and Index PEF. Yucca is the administrator of the Index co-investment vehicles that are contractually required to mirror the relevant Index funds' investment, and Index Associates may be deemed to have voting and dispositive power over the shares held by Yucca.
( 2 )The reporting person serves as a partner of Index Ventures (UK) LLP which advises Index Jersey and Index PEF but does not have voting, investment or dipositive power with respect to the shares held by these entities. The reporting person therefore disclaims beneficial ownership of these shares.
( 3 )These shares of Series A, Series D and Series F Preferred Stock will convert to Common Stock at the ratio specified in the company's Eleventh Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.3 to the company's Registration Statement on Form S-1, as amended (File No. 333-257525), in connection with the consummation of the company's initial public offering.

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).
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