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* ION Holdings 1, LP (Last) (First) (Middle) C/O ION ACQUISITION CORP 1 LTD. 89 MEDINAT HAYEHUDIM STREET (Street) HERZLIYA L3 4676672 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2020	3. Issuer Name and Ticker or Trading Symbol ION Acquisition Corp 1 Ltd. [ IACA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Gilad Shany, CEO	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)

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
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	5,133,038	(1)	D(2)

1. Name and Address of Reporting Person* ION Holdings 1, LP (Last) (First) (Middle) C/O ION ACQUISITION CORP 1 LTD. 89 MEDINAT HAYEHUDIM STREET (Street) HERZLIYA L3 4676672 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Gilad Shany, CEO

1. Name and Address of Reporting Person* Shany Gilad (Last) (First) (Middle) C/O ION ACQUISITION CORP 1 LTD. 89 MEDINAT HAYEHUDIM STREET (Street) HERZLIYA L3 4676672 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Gilad Shany, CEO

Explanation of Responses:

1. The Class B Ordinary Shares are convertible for the Issuer's Class A Ordinary Shares as described under the heading "Description of Securities--Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-248815) (the "Registration Statement") and have no expiration date. The Class B Ordinary Shares beneficially owned by the Reporting Persons include up to 678,375 Class B Ordinary Shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

2. ION Holdings 1, LP ("ION LP") is the record holder of the ordinary shares. As the general partner of ION LP, ION Acquisition Corp GP Ltd. ("ION GP") has voting and investment discretion with respect to the ordinary shares held by ION LP. An investment committee comprised of five individuals, including Mr. Gilad Shany, makes voting and investment decisions in the ordinary shares indirectly owned by ION GP. Due to his ownership stake in ION GP, Mr. Shany shares pecuniary interest with ION GP and ION LP in the ordinary shares to the extent of his economic interest therein. However, none of the ION GP investment committee's members, including Mr. Shany, is deemed a beneficial owner of the ordinary shares held by ION LP under Section 13(d) of the Exchange Act, due to the approval standard for committee action. Mr. Shany thus disclaims beneficial ownership of the ordinary shares held by ION LP, other than to the extent of any pecuniary interest therein.

Remarks:

See Exhibit 99.1 - Joint Filer Information, which is incorporated herein by reference and describes in further detail the relationships of the Reporting Persons to the Issuer. See Exhibits 24.1 and 24.2 - Powers of Attorney.

	/s/ Colin Diamond, Attorney-in-Fact for ION Holdings 1, LP	10/01/2020
	/s/ Colin Diamond, Attorney-in-Fact for Gilad Shany	10/01/2020
	** Signature of Reporting Person	Date
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