Sec Form 3/A Filing - ICP M2, L.P. @ ION Acquisition Corp 1 Ltd. - 2020-10-06

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FORM 3/A
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
ICP M2, L.P.
2. Issuer Name and Ticker or Trading Symbol
ION Acquisition Corp 1 Ltd. [ IACA]
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 1 LTD., 89 MEDINAT HAYEHUDIM STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/06/2020
(Street)
HERZLIYA, L34676672
4. If Amendment, Date Original Filed (MM/DD/YY)
10/16/2020
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
Class A Ordinary Shares 2,661,500 D ( 1 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ICP M2, L.P.
C/O ION ACQUISITION CORP 1 LTD.
89 MEDINAT HAYEHUDI M STREET
HERZLIYA, L34676672
X
ICP M2 GP LLC
C/O ION ACQUISITION CORP 1 LTD.
89 MEDINAT HAYEHUDIM STREET
HERZLIYA, L34676672
X
Levey Stephen
C/O ION ACQUISITION CORP 1 LTD.
89 MEDINAT HAYEHUDIM STREET
HERZLIYA, L34676672
X
Signatures
/s/ ICP M2, L.P., By: ICP M2 GP LLC, as general partner, By: Stephen Levey, as manager 10/22/2020
Signature of Reporting Person Date
/s/ ICP M2 GP LLC, By: Stephen Levey, as manager 10/22/2020
Signature of Reporting Person Date
/s/ Stephen Levey 10/22/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )ICP M2, L.P. ("ICP") is the record holder of the ordinary shares. As the general partner of ICP, ICP M2 GP LLC ("ICP GP") has voting and investment discretion with respect to the ordinary shares held by ICP. As manager of ICP GP, Stephen Levey makes voting and investment decisions in the ordinary shares indirectly owned by ICP GP. However, Mr. Levey is not deemed a beneficial owner of the ordinary shares held by ICP under Section 13(d) of the Exchange Act and, thus, disclaims beneficial ownership of the ordinary shares held by ICP.

Remarks:
This Form 3 amendment is being filed to add ICP M2 GP LLC and Stephen Levey, which were omitted from the original Form 3, as reporting persons. See Exhibits 24.1, 24.2 and 24.3 - Powers of Attorney. See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer.

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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