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, Section 17(a) of the Public Utility Holding Company Act of 1935 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

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

01/17/2023

3. Issuer Name and Ticker or Trading Symbol

Taboola.com Ltd. [TBLA]
(Last)
(First)
(Middle)


9 WEST 57TH STREET, 43RD FLOOR

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 Original Filed (Month/Day/Year)

(Street)

NEW YORK, NY 10019
(City)
(State)
(Zip)

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 of Derivative Security: 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





Reporting Owners
Reporting Owner Name / AddressRelationships
Director10% OwnerOfficerOther

Apollo Management Holdings GP, LLC
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019

  X  

Apollo Management, L.P.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019

  X  

Apollo Management GP, LLC
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019

  X  

Apollo Management Holdings, L.P.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019

  X  

College Top Holdings, Inc.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019

  X  

Yahoo, Inc.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019

  X  

College Parent L.P.
9 WEST 57TH STREET, 43RD FLOOR
NEW YORK, NY 10019

  X  

Explanation of Responses:

See Exhibit 99.1.



Signatures

See Exhibit 99.2

01/20/2023
** Signature of Reporting PersonDate
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 4 (b)(v).
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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