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* Zeevi Avi (Last) (First) (Middle) C/O FTAC OLYMPUS ACQUISITION CORP. 2929 ARCH STREET, SUITE 1703 (Street) PHILADELPHIA PA 19104 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/08/2024	3. Issuer Name and Ticker or Trading Symbol Pagaya Technologies Ltd. [ PGY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 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)
Class A Ordinary Share(1)	5,656	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
Non-Qualified Stock Option (right to buy)	(2)	12/29/2031	Class A Ordinary Share	141,372	18.96	D
Non-Qualified Stock Option (right to buy)	(3)	01/25/2032	Class A Ordinary Share	42,041	18.96	D
Restricted Stock Unit	(4)	(4)	Class A Ordinary Share	5,656	0	D

Explanation of Responses:

1. Represents total shares prior to the acquisition of shares on April 4, 2024.

2. 1/2nd of the shares subject to the option became vested and exercisable on June 22, 2022, 1/3rd of the shares subject to the option became vested and exercisable on August 21, 2022, and the remainder of the shares subject to the option shall become vested and exercisable with the attainment of meeting the remaining performance goal specified in the option agreement.

3. Subject to both time-based vesting and performance-based vesting conditions. Time-based vesting condition: 1/4th of the shares subject to the option became vested on March 31, 2023, and 1/4th of the shares subject to the option shall become vested every twelve months thereafter. Performance-based condition: 1/2nd of the shares subject to the option became vested on June 22, 2022, 1/3rd of the shares subject to the option became vested on August 21, 2022, and the remainder of the shares subject to the option shall become vested with the attainment of meeting the remaining performance goal specified in the option agreement.

4. 1/4th of the total 11,312 restricted stock units initially subject to this award vested on December 13, 2023, and 1/4th of the total units initially subject to this award vest every three months thereafter.

Remarks:

	/s/ Avi Zeevi	04/09/2024
	** 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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