Sec Form 3 Filing - Perros Evangelos @ Pagaya Technologies Ltd. - 2024-04-08

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
Perros Evangelos
2. Issuer Name and Ticker or Trading Symbol
Pagaya Technologies Ltd. [ PGY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
90 PARK AVE., 20TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
04/08/2024
(Street)
NEW YORK, NY10016
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
Class A Ordinary Share 11,293 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
Incentive Stock Option (right to buy) $ 51.36 05/30/2025 12/29/2031 Class A Ordinary Share 3,894 D
Incentive Stock Option (right to buy) $ 51.36 11/30/2024 12/29/2031 Class A Ordinary Share 1,947 D
Non-Qualified Stock Option (right to buy) $ 12.24 ( 1 ) 02/24/2033 Class A Ordinary Share 14,311 D
Non-Qualified Stock Option (right to buy) $ 51.36 11/30/2024 12/29/2031 Class A Ordinary Share 556 D
Non-Qualified Stock Option (right to buy) $ 51.36 11/30/2025 12/29/2031 Class A Ordinary Share 5,448 D
Restricted Stock Unit $ 0 ( 2 ) ( 2 ) Class A Ordinary Share 12,499 D
Restricted Stock Unit $ 0 ( 3 ) ( 3 ) Class A Ordinary Share 273,224 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Perros Evangelos
90 PARK AVE., 20TH FLOOR
NEW YORK, NY10016
Chief Financial Officer
Signatures
/s/ Evangelos Perros 04/26/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Became fully vested and exercisable on November 30, 2023.
( 2 )1/4th of the total 33,333 restricted stock units initially subject to this award vested on April 1, 2023, and 1/4th of the total units initially subject to this award vest every three months thereafter.
( 3 )1/6th of the total 273,224 restricted stock units subject to this award shall vest each on August 1, 2024 and January 1, 2025, and the remaining 2/3rd of the grant shall vest over the following 24 months in equal quarterly installments on April 1, 2025, July 1, 2025, October 1, 2025, January 1, 2026, April 1, 2026, July 1, 2026, October 1, 2026 and January 1, 2027.

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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