Sec Form 4 Filing - Dovrat Shlomo @ Outbrain Inc. - 2021-07-27

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 Dovrat Shlomo 2. Issuer Name and Ticker or Trading Symbol Outbrain Inc. [ OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12 ABBA EBAN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/27/2021 (Street) HERZLIYA, L34672530 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 07/27/2021 C 6,345,789 ( 3 ) A $ 0 6,345,789 ( 3 ) 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 B Preferred Stock ( 3 ) ( 3 ) 07/27/2021 C 4,284,047 ( 3 ) ( 3 ) Common Stock 4,284,047 $ 0 0 I See footnote ( 1 ) ( 2 ) Series C Preferred Stock ( 3 ) ( 3 ) 07/27/2021 C 1,049,474 ( 3 ) ( 3 ) Common Stock 1,049,474 $ 0 0 I See footnote ( 1 ) ( 2 ) Series D Preferred Stock ( 3 ) ( 3 ) 07/27/2021 C 478,964 ( 3 ) ( 3 ) Common Stock 478,964 $ 0 0 I See footnote ( 1 ) ( 2 ) Series F Preferred Stock ( 3 ) ( 3 ) 07/27/2021 C 175,396 ( 3 ) ( 3 ) Common Stock 200,000 ( 4 ) $ 0 0 I See footnote ( 1 ) ( 2 ) Series G Preferred Stock ( 3 ) ( 3 ) 07/27/2021 C 333,304 ( 3 ) ( 3 ) Common Stock 333,304 $ 0 0 I See footnote ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dovrat Shlomo 12 ABBA EBAN AVENUE HERZLIYA, L34672530 X X Signatures /s/ Shlomo Dovrat 07/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held directly by Viola Ventures III, L.P. ("Viola Ventures"). Viola Ventures GP 3 Ltd. ("Viola") is the general partner of Viola Ventures (together with Viola, the "Viola Entities") and possesses sole voting and dispositive power over these shares. ( 2 )The reporting person, through his position, relationship and/or affiliation with the Viola Entities, may have shared voting and investment power with respect to the shares beneficially owned by Viola Ventures. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by Viola Ventures. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. ( 3 )The shares of Series B, Series C, Series D, Series F and Series G Preferred Stock previously reported by the reporting person converted to Common Stock on July 27, 2021 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. ( 4 )Includes 24,604 shares issued pursuant to a preset automatic anti-dilution adjustment set forth in the terms of the Series F Preferred Stock.

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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