Sec Form 4 Filing - Galit Scott H. @ Payoneer Global Inc. - 2021-06-25

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 Galit Scott H. 2. Issuer Name and Ticker or Trading Symbol Payoneer Global Inc. [ PAYO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 150 W 30TH ST 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2021 (Street) NEW YORK, NY10001 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 06/25/2021 A( 1 )( 2 )( 3 ) 1,281,737 A 1,281,737 D Common Stock 06/25/2021 A( 1 )( 2 )( 4 ) 1,558,050 A 1,558,050 I By Trust

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 Earnout Rights ( 5 ) ( 6 ) 06/25/2021 A 773,911 ( 5 )( 6 ) 06/25/2026 Common Stock 773,911 ( 5 ) ( 6 ) 773,911 D Earnout Rights ( 5 ) ( 6 ) 06/25/2021 A 182,677 ( 5 )( 6 ) 06/25/2026 Common Stock 182,677 ( 5 ) ( 6 ) 182,677 I By Trust Stock Option (Right to Buy) $ 0.62 06/25/2021 A 1,778,795 ( 7 ) 02/02/2025 Common Stock 1,778,795 ( 1 ) ( 2 ) ( 7 ) 1,778,795 D Stock Option (Right to Buy) $ 1.41 06/25/2021 A 2,456,152 ( 8 ) 02/14/2026 Common Stock 2,456,152 ( 1 ) ( 2 ) ( 8 ) 2,456,152 D Stock Option (Right to Buy) $ 3.02 06/25/2021 A 277,762 ( 9 ) 02/11/2027 Common Stock 277,762 ( 1 ) ( 2 ) ( 9 ) 277,762 D Stock Option (Right to Buy) $ 2.8 06/25/2021 A 940,000 ( 10 ) 02/04/2028 Common Stock 940,000 ( 1 ) ( 2 ) ( 10 ) 940,000 D Stock Option (Right to Buy) $ 2.9 06/25/2021 A 1,292,067 ( 11 ) 02/10/2029 Common Stock 1,292,067 ( 1 ) ( 2 ) ( 11 ) 1,292,067 D Stock Option (Right to Buy) $ 2.74 06/25/2021 A 360,960 ( 12 ) 03/17/2030 Common Stock 360,960 ( 1 ) ( 2 ) ( 12 ) 360,960 D Stock Option (Right to Buy) $ 7.87 06/25/2021 A 266,020 ( 13 ) 02/05/2031 Common Stock 266,020 ( 1 ) ( 2 ) ( 13 ) 266,020 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Galit Scott H. 150 W 30TH ST NEW YORK, NY10001 X Chief Executive Officer Signatures /s/ Scott Galit 06/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Reorganization, dated as of February 3, 2021, as amended on February 16, 2021, May 10, 2021 and June 22, 2021, by and among New Starship Parent, Inc. ("New Starship"), Starship Merger Sub I Inc. ("Merger Sub I"), Starship Merger Sub II, Inc. ("Merger Sub II"), Payoneer Inc. ("Legacy Payoneer") and FTAC Olympus Acquisition Corp. ("SPAC"), Merger Sub I merged with and into SPAC, with SPAC surviving as a direct wholly owned subsidiary of New Starship (the "SPAC Merger") and, immediately after the SPAC Merger, Merger Sub II merged with and into Legacy Payoneer, with Legacy Payoneer surviving as a direct wholly owned subsidiary of New Starship, with New Starship subsequently changing its name to Payoneer Global Inc. (the "Issuer"). The transactions contemplated by the Agreement and Plan of Reorganization and the amendments thereto are referred to herein as the "Reorganization". ( 2 )Pursuant to the terms of the Reorganization Agreement, the shareholders of Legacy Payoneer at the effective time of the Reorganization (the "Effective Time") received 1.88 shares of common stock of the Issuer ("Common Stock") for each share of common stock of Legacy Payoneer held by them immediately prior to the Effective Time and certain rights to additional shares of Common Stock upon the achievement of certain milestones as described in the Reorganization Agreement (the "Earnout Rights"). Additionally, certain equity awards of Legacy Payoneer were cancelled and converted into equity awards of the Issuer. ( 3 )Reflects shares of Common Stock acquired pursuant to the Reorganization Agreement, including 940,940 shares of Common Stock underlying restricted stock units subject to time-based vesting. ( 4 )Reflects shares of Common Stock acquired pursuant to the Reorganization Agreement, which are held of record by the Galit 2021 Trust (the "Galit Trust"). Members of the Reporting Person's immediate family are holders of the Galit Trust, and the Reporting Person may be deemed to exercise voting and investment power over such shares of Common Stock. The Reporting Person disclaims ownership of these shares of Common Stock except to the extent of his pecuniary interest therein. ( 5 )Reflects Earnout Rights acquired pursuant to the Reorganization Agreement. Pursuant to earnout provisions in the Reorganization Agreement, the Reporting Person is entitled to receive such shares of Common Stock if, from the closing of the Reorganization (the "Closing") until the fifth anniversary thereof, the closing per share price of Common Stock exceeds certain thresholds as discussed below. ( 6 )Of these Earnout Rights, one-half will be issued if the closing per share price of Common Stock is greater than or equal to $15.00 for any 20 trading days within any 30 trading day period within the first 30 months following the Closing, and one-half will be issued if the closing per share price of Common Stock is greater than or equal to $17.00 for any 20 trading days within any 30 trading day period within the first 60 months following the Closing. The issuance of such shares are subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement. ( 7 )This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 946,168 shares of common stock of Legacy Payoneer. ( 8 )This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 1,306,464 shares of common stock of Legacy Payoneer. ( 9 )This option is fully vested and exercisable. This option was received in the Reorganization in exchange for an option to purchase 147,746 shares of common stock of Legacy Payoneer. ( 10 )763,750 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 500,000 shares of common stock of Legacy Payoneer. ( 11 )726,787 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 687,270 shares of common stock of Legacy Payoneer. ( 12 )112,800 shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 192,000 shares of common stock of Legacy Payoneer. ( 13 )No shares subject to this option have vested and are exercisable. This option was received in the Reorganization in exchange for an option to purchase 141,500 shares of common stock of Legacy Payoneer. 25% of the shares subject to this option vest on February 5, 2022, and the remainder vest ratably on a quarterly basis thereafter.

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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