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* Garofalo Elise (Last) (First) (Middle) 111 WEST 19TH STREET (Street) NEW YORK NY 10011 (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. If Amendment, Date of Original Filed (Month/Day/Year) 07/22/2021
			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)
Common Stock	480,083(1)(2)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy Common Stock)(1)(3)	(1)(3)	09/30/2024	Common Stock	154,413(1)	7.65(1)	D
Stock Option (right to buy Common Stock)(1)(4)	(1)(4)	12/24/2030	Common Stock	120,433(1)	10.95(1)	D

Explanation of Responses:

1. This Form 3 amendment is being filed to correct the original Form 3 filed on July 22, 2021. The shares of common stock listed in Table I has been updated to include total restricted stock units held by the reporting person, previously listed in Table II. The number of stock options held by the reporting person has been updated to reflect total options held. The conversion price has been updated to account for the Issuer's reverse stock-split.

2. Included in the total are 362,379 restricted stock units held by the reporting person.

3. The option is fully vested.

4. The option vests monthly over a period of four (4) years beginning December 24, 2020.

	/s/ Elise Garofalo	08/11/2021
	** 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).
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