Sec Form 3 Filing - Gruber Gilad @ Payoneer Global Inc. - 2022-02-04

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 Gruber Gilad 2. Issuer Name and Ticker or Trading Symbol Payoneer Global Inc. [ PAYO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Technology Officer (Last) (First) (Middle) 150 W. 30TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2022 (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 205,800( 1 )( 2 )( 3 )( 4 ) D

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 ) ( 5 ) 06/25/2026 Common Stock 15,457 D Stock Option (Right to Buy) $ 2.85 ( 6 ) 02/10/2029 Common Stock 188,000 D Stock Option (Right to Buy) $ 2.74 ( 7 ) 03/17/2030 Common Stock 30,080 D Stock Option (Right to Buy) $ 2.74 ( 8 ) 04/20/2030 Common Stock 90,240 D Stock Option (Right to Buy) $ 7.87 ( 9 ) 02/03/2031 Common Stock 18,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gruber Gilad 150 W. 30TH STREET NEW YORK, NY10001 Chief Technology Officer Signatures /s/ Gilad Gruber 02/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 65,800 shares of Common Stock underlying restricted stock units subject to time-based vesting, granted to the reporting person on February 5, 2021. One-fourth of these restricted stock units vested on the first anniversary of the grant date, and the remainder will vest ratably in approximately 1/16 installments on a quarterly basis, provided that the Reporting Person remains in continuous service on each applicable vesting date. ( 2 )Represents 20,000 shares of Common Stock underlying restricted stock units granted to the reporting person on September 9, 2021. One-half of these restricted stock units will vest and settle into shares of Common Stock if, at any time during the first 30 months immediately following June 25, 2021 (which was the closing date of the reorganization agreement dated February 3, 2021, as amended, relating to the Issuer (the "Closing" and the "Reorganization Agreement", respectively)), the closing per share price of the Issuer's Common Stock is greater than or equal to $15.00 over any 20 trading days within any 30 trading day period and, after taking into account any vesting in accordance with the foregoing, the remaining one-half of these restricted stock units will vest and settle into shares of Common Stock if, ( 3 )at any time during the 60 months immediately following June 25, 2021, the closing per share price of the Issuer's Common Stock is greater than or equal to $17.00 over any 20 trading days within any 30 trading day period, in each case, provided that the Reporting Person remains in continuous service on each applicable vesting date. ( 4 )Represents 120,000 shares of Common Stock underlying restricted stock units subject to time-based vesting, granted to the reporting person on December 6, 2021. One-fourth of these restricted stock units will vest on the first anniversary of the grant date, and the remainder will vest ratably in approximately 1/16 installments on a quarterly basis, provided that the Reporting Person remains in continuous service on each applicable vesting date. ( 5 )Reflects Earnout Rights to receive shares of Common Stock if, from the Closing of the Reorganization Agreement until the fifth anniversary thereof, the closing per share price of Common Stock exceeds certain thresholds as discussed below. 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 is subject to certain adjustments, including pro rata adjustments, as set forth in the Reorganization Agreement. ( 6 )141,000 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis. ( 7 )13,160 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis. ( 8 )39,480 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis. ( 9 )4,700 shares subject to this option have vested and are exercisable. The unvested shares subject to this option vest ratably on a quarterly basis.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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