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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Sela Yossi (Last) (First) (Middle) 1 ABBA EBAN AVENUE (Street) HERZLIYA PITUACH L3 4672519 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Outbrain Inc. [ OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner
	3. Date of Earliest Transaction (Month/Day/Year) 07/27/2021
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/27/2021		C		4,383,637(3)	A	$0.00	4,921,763(3)	I	See footnote(1)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock(3)	(3)	07/27/2021		C			1,667,090	(3)	(3)	Common Stock	1,667,090	$0	0	I	See footnote(1)(2)
Series B Preferred Stock(3)	(3)	07/27/2021		C			1,531,301	(3)	(3)	Common Stock	1,531,301	$0	0	I	See footnote(1)(2)
Series C Preferred Stock(3)	(3)	07/27/2021		C			935,247	(3)	(3)	Common Stock	935,247	$0	0	I	See footnote(1)(2)
Series F Preferred Stock(3)	(3)	07/27/2021		C			219,244	(3)	(3)	Common Stock	249,999(4)	$0	0	I	See footnote(1)(2)

Explanation of Responses:

1. The shares are held directly by Gemini Israel IV L.P. ("Gemini LP"), Gemini Israel IV (Annex Fund) L.P. ("Gemini LP Annex"), Gemini Partners Investors IV L.P. ("Gemini Partners") and Gemini Partners Investors IV (Annex Fund) L.P. ("Gemini Partners Annex," and together with Gemini LP, Gemini LP Annex and Gemini Partners, the "Gemini Funds"). Gemini Israel Funds Ltd. is the general partner and/or controlling partner of each of the Gemini Funds.

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

3. The shares of Series A, Series B, Series C and Series F Preferred Stock previously reported by the reporting person converted to Common Stock on July 27, 2021 at the ratios 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.

4. Includes 30,755 shares issued pursuant to a preset automatic anti-dilution adjustment set forth in the terms of the Series F Preferred Stock.

	/s/ Yossi Sela	07/29/2021
	** Signature of Reporting Person	Date
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