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* Apollo Management Holdings GP, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/17/2023	3. Issuer Name and Ticker or Trading Symbol Taboola.com Ltd. [ TBLA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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)
Ordinary Shares, No Par Value	39,525,691	I	See footnote(1)

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

1. Name and Address of Reporting Person* Apollo Management Holdings GP, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* College Top Holdings, Inc. (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* College Parent L.P. (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* College Parent Holdings GP, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* AP IX College Holdings, L.P. (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* AP IX College Holdings GP, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* Apollo Management IX, L.P. (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* AIF IX MANAGEMENT, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1.

	See Exhibit 99.2	01/20/2023
	** 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.

 

Exhibit 99.1

 

College Top Holdings, Inc. (“College Holdings”) holds securities of the Issuer on behalf of Yahoo Inc. (“Yahoo CoreCo”), its indirect wholly owned subsidiary. College Parent L.P. (“Parent”) is the sole shareholder of College Holdings. College Parent Holdings GP, LLC (“Parent GP”) serves as the general partner of Parent. AP IX College Holdings, L.P. (“AP IX College”) is the sole member of College GP. AP IX College Holdings GP, LLC (“AP IX College GP”) is the general partner of AP IX College. Apollo Management IX, L.P. (“Management IX”) is the non-member manager of AP IX College GP. The general partner of Management IX is AIF IX Management, LLC (“AIF IX LLC”). Apollo Management, L.P. (“Apollo LP”) is the sole member and manager of AIF IX LLC. Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo LP. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member of Management GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Scott Kleinman, Marc Rowan and James Zelter are the managers, as well as executive officers, of Management Holdings GP.

 

Each of the entities listed above, other than College Holdings, and each of Messrs. Kleinman, Rowan and Zelter, disclaims beneficial ownership of any shares of the Company’s common stock owned of record by College Holdings, except to the extent of any pecuniary interest therein, and the filing of this Form 3 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

 

 

 

Exhibit 99.2

 

This Statement on Form 3 is filed by: (i) College Top Holdings, Inc.; (ii) Yahoo Inc.; (iii) College Parent L.P., (iv) College Parent Holdings GP, LLC; (v) AP IX College Holdings, L.P.; (vi) AP IX College Holdings GP, LLC; (vii) Apollo Management IX, L.P.; (viii) AIF IX Management, LLC; (ix) Apollo Management, L.P.; (x) Apollo Management GP, LLC; (xi) Apollo Management Holdings, L.P.; and (xii) Apollo Management Holdings GP, LLC.

 

Name of Designated Filer: Apollo Management Holdings GP, LLC

Date of Event Requiring Statement: January 17, 2023

Issuer Name and Ticker or Trading Symbol: Taboola.com Ltd.

 

	COLLEGE TOP HOLDINGS, INC.
	By:	College Parent L.P.,
		its sole shareholder
		By:	College Parent Holdings GP, LLC
			its general partner
			By:	AP IX College Holdings, L.P.,
				its sole member
				By:	AP IX College Holdings GP, LLC,
					its general partner
					By:	/s/ James Elworth
						James Elworth
						Vice President
	YAHOO INC.
	By:	/s/ Monica Mijaleski
		Monica Mijaleski
		Vice President, Chief Financial Officer and Treasurer
	COLLEGE PARENT L.P.
	By:	College Parent Holdings GP, LLC
		its general partner
		By:	AP IX College Holdings, L.P.,
			its sole member
			By:	AP IX College Holdings GP, LLC,
				its general partner
				By:	/s/ James Elworth
					James Elworth
					Vice President

 

 

	COLLEGE PARENT HOLDINGS GP, LLC
	By:	AP IX College Holdings, L.P.,
		its sole member
		By:	AP IX College Holdings GP, LLC,
			its general partner
			By:	/s/ James Elworth
				James Elworth
				Vice President

 

	AP IX COLLEGE HOLDINGS, L.P.
	By:	AP IX College Holdings GP, LLC,
		its general partner
		By:	/s/ James Elworth
			James Elworth
			Vice President

  

	AP IX COLLEGE HOLDINGS GP, LLC
	By:	/s/ James Elworth
		James Elworth
		Vice President

 

	APOLLO MANAGEMENT IX, L.P.
	By:	AIF IX Management, LLC,
		its general partner
		By:	/s/ James Elworth
			James Elworth
			Vice President

 

	AIF IX MANAGEMENT, LLC
	By:	/s/ James Elworth
		James Elworth
		Vice President

 

 

	APOLLO MANAGEMENT, L.P.
	By:	Apollo Management GP, LLC,
		its general partner
		By:	/s/ James Elworth
			James Elworth
			Vice President

 

	APOLLO MANAGEMENT GP, LLC
	By:	/s/ James Elworth
		James Elworth
		Vice President
	APOLLO MANAGEMENT HOLDINGS, L.P.
	By:	Apollo Management Holdings GP, LLC,
		its general partner
		By:	/s/ James Elworth
			James Elworth
			Vice President

  

	APOLLO MANAGEMENT HOLDINGS GP, LLC
	By:	/s/ James Elworth
		James Elworth
		Vice President