FTAC Olympus Acquisition Form 4 / BETSY Z COHEN ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COHEN BETSY Z

(Last)

(First)

(Middle)

2929 ARCH STREET, SUITE 1703

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FTAC Olympus Acquisition Corp. [ FTOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/25/2021		M		7,454,365	A	⁽¹⁾	9,624,365⁽²⁾	I	By FTAC Olympus Sponsor, LLC⁽³⁾
Class A Common Stock	06/25/2021		M		10,015,620	A	⁽¹⁾	10,015,620⁽²⁾	I	By FTAC Olympus Advisors, LLC⁽³⁾
Class A Common Stock	06/25/2021		D		9,624,365	D	⁽⁴⁾	0⁽²⁾	I	By FTAC Olympus Sponsor, LLC⁽³⁾
Class A Common Stock	06/25/2021		D		10,015,620	D	⁽⁵⁾	0⁽²⁾	I	By FTAC Olympus Advisors, LLC⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	⁽⁶⁾	06/25/2021		D			723,333⁽²⁾⁽⁶⁾	⁽⁷⁾	⁽⁸⁾	Class A Common Stock	723,333⁽²⁾⁽⁶⁾	$11.5	0	I	By FTAC Olympus Sponsor, LLC⁽²⁾
Class B Common Stock	⁽⁶⁾	06/25/2021		D			868,000⁽²⁾⁽⁶⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	868,000⁽²⁾⁽⁶⁾	⁽⁹⁾	7,812,000	I	By FTAC Olympus Sponsor, LLC⁽²⁾
Class B Common Stock	⁽⁶⁾	06/25/2021		D			1,073,110⁽²⁾⁽⁶⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,073,110⁽²⁾⁽⁶⁾	⁽⁹⁾	9,657,984	I	By FTAC Olympus Advisors, LLC⁽²⁾
Class B Common Stock	⁽¹⁰⁾	06/25/2021		J			525,526⁽²⁾⁽¹⁰⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	525,526⁽²⁾⁽¹⁰⁾	⁽⁹⁾	7,286,474	I	By FTAC Olympus Sponsor, LLC⁽²⁾
Class B Common Stock	⁽¹⁰⁾	06/25/2021		J			669,483⁽²⁾⁽¹⁰⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	669,483⁽²⁾⁽¹⁰⁾	⁽⁹⁾	8,988,501	I	By FTAC Olympus Advisors, LLC⁽²⁾
Class B Common Stock	⁽¹⁰⁾	06/25/2021		J		167,891⁽²⁾⁽¹⁰⁾		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	167,891⁽²⁾⁽¹⁰⁾	⁽⁹⁾	7,454,365	I	By FTAC Olympus Sponsor, LLC⁽²⁾
Class B Common Stock	⁽¹⁰⁾	06/25/2021		J		1,027,119⁽²⁾⁽¹⁰⁾		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,027,119⁽²⁾⁽¹⁰⁾	⁽⁹⁾	10,015,620	I	By FTAC Olympus Advisors, LLC⁽²⁾
Class B Common Stock	⁽¹⁾	06/25/2021		M			7,454,365⁽²⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	7,454,365⁽²⁾	⁽⁹⁾	0	I	FTAC Olympus Sponsor, LLC⁽²⁾
Class B Common Stock	⁽¹⁾	06/25/2021		M			10,015,620⁽²⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	10,015,620⁽²⁾	⁽⁹⁾	0	I	FTAC Olympus Advisors, LLC⁽²⁾

Explanation of Responses:

1. On June 25, 2021 (the "Closing Date"), FTAC Olympus Acquisition Corp. (the "Issuer") completed its reorganization (the "Reorganization") contemplated by that certain Agreement and Plan of Reorganization, dated as of February 3, 2021, as amended on February 16, 2021 and on May 10, 2021 (as it may be further amended or modified, the "Reorganization Agreement"), by and among the Issuer, New Starship Parent Inc. ("New Payoneer"), Starship Merger Sub I Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer, Starship Merger Sub II Inc., a Delaware corporation and wholly owned subsidiary of New Payoneer, and Payoneer Inc., a Delaware corporation (the "Reorganization Agreement"), the parties effected a business combination, concurrent with the consummation of the Reorganization, the shares of Class B Common Stock were converted into Class A Common Stock of the Issuer.

2. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for any other purpose.

3. These shares are held directly by the Issuer's sponsors, FTAC Olympus Sponsor, LLC ("Olympus Sponsor") and FTAC Olympus Advisors, LLC ("Olympus Advisors"), as indicated, which are co-managed by the reporting person.

4. Disposed of pursuant to the Reorganization Agreement in exchange for 9,624,365 shares of New Payoneer common stock on the Closing Date of the Reorganization.

5. Disposed of pursuant to Reorganization Agreement in exchange for 10,015,620 shares of New Payoneer common stock on the Closing Date of the Reorganization.

6. These securities were forfeited in connection with the Sponsor Share Surrender and Share Restriction Agreement entered into on February 3, 2021 between New Payoneer, Payoneer Inc., the Issuer, Olympus Sponsor and Olympus Advisors in connection with the Reorganization.

7. In the absence of the forfeiture, the warrants would become exercisable at the later of 30 days after the consummation of the Issuer's Reorganization or 12 months from the completion of the Issuer's initial public offering.

8. The warrants would have expired five years after the consummation of the Issuer's Reorganization or earlier upon redemption of all of the Issuer's outstanding Class A ordinary shares or the Issuer's liquidation.

9. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustments described in the Issuer's charter documents and have no expiration date.

10. Represents shares transferred to other members of Olympus Sponsor and Olympus Advisors pursuant to certain side letters by and among certain members of Olympus Sponsor and Olympus Advisors.

Remarks:

On June 24, 2021, FTAC Olympus Acquisition Corp., a Delaware corporation, became the successor of FTAC Olympus Acquisition Corp., a Cayman Island exempted company, pursuant to a redomestication. The merger had the effect of changing of FTAC Olympus Acquisition Corp.'s domicile, but did not alter the proportionate interests of security holders.

	/s/ Amanda Abrams, as attorney-in-fact	06/29/2021
	** Signature of Reporting Person	Date
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FTAC Olympus Acquisition Form 4FTAC Olympus Acquisition / BETSY Z COHEN ownership change