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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Dovrat Shlomo

(Last)

(First)

(Middle)

12 ABBA EBAN AVENUE

(Street)

HERZLIYA

4672530

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/22/2021

3. Issuer Name and Ticker or Trading Symbol
Outbrain Inc. [ OB ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	4,284,047	⁽¹⁾	I	See footnote⁽²⁾⁽³⁾
Series C Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	1,049,474	⁽¹⁾	I	See footnote⁽²⁾⁽³⁾
Series D Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	478,964	⁽¹⁾	I	See footnote⁽²⁾⁽³⁾
Series F Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	175,396	⁽¹⁾	I	See footnote⁽²⁾⁽³⁾
Series G Preferred Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	333,304	⁽¹⁾	I	See footnote⁽²⁾⁽³⁾

Explanation of Responses:

1. These shares of Series B, Series C, Series D, Series F and Series G Preferred Stock will convert to Common Stock at the ratio specified in the company's Eleventh Amended and Restated Certificate of Incorporation, which is included as Exhibit 3.3 to the company's Registration Statement on Form S-1, as amended (File No. 333-257525), in connection with the consummation of the company's initial public offering.

2. The shares are held directly by Viola Ventures III, L.P. ("Viola Ventures"). Viola Ventures GP 3 Ltd. ("Viola") is the general partner of Viola Ventures (together with Viola, the "Viola Entities") and possess sole voting and dispositive power over these shares.

3. The reporting person, through his position, relationship and/or affiliation with the Viola Entities, may have shared voting and investment power with respect to the shares beneficially owned by Viola Ventures. As such, the reporting person may be deemed to have or share beneficial ownership of the shares beneficially owned by Viola Ventures. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/ Shlomo Dovrat	07/22/2021
	** Signature of Reporting Person	Date
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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.