Ownership Submission
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FORM 4
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Wisniewski Scott
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2. Issuer Name and Ticker or Trading Symbol
AST SpaceMobile, Inc. [ASTS]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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President /
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(Last)
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(First)
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(Middle)
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C/O AST SPACEMOBILE, INC., MIDLAND , AIR & SPACE PORT, 2901 ENTERPRISE LANE
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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MIDLAND
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TX
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79706
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Wisniewski Scott
C/O AST SPACEMOBILE, INC., MIDLAND
AIR & SPACE PORT, 2901 ENTERPRISE LANE
MIDLAND, TX79706
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President
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Signatures
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/s/ Scott Wisniewski
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2024-09-30
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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Represents a grant of restricted stock units ("RSUs") that vest 1/3 on August 15, 2025, 1/3 on August 15, 2026 and 1/3 on August 15, 2027 subject to the Reporting Person's continued service through the vesting date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
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(2)
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Represents a grant of RSUs, upon the certification by the Issuer's compensation committee of the deemed satisfaction of performance conditions, that vest 50% on September 26, 2024 and 50% on September 26, 2025 subject to the Reporting Person's continued service through the vesting date.
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(3)
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Represents a payment of tax liability by withholding securities incident to the vesting of RSUs representing 72,500 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of shares of 46,750 shares.
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(4)
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Represents additional shares of Class A common stock sold by the Reporting Person to cover anticipated additional tax liabilities in connection with the grants and vestings of RSUs described above.
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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.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
