AST Spacemobile Inc.
11/20/2024 | Press release | Distributed by Public on 11/20/2024 20:46
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward contract (obligation to sell) | (1)(2)(3)(4)(5) | 11/20/2024 | J/K | 2,500,000 | (1)(2)(3)(4)(5) | (1)(2)(3)(4)(5) | Class A Common Stock | 2,500,000 | (1)(2)(3)(4)(5) | 2,500,000 | I | See Footnote(6) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Avellan Abel Antonio C/O AST SPACEMOBILE, INC., MIDLAND INTL. AIR & SPACE PORT, 2901 ENTERPRISE LANE MIDLAND, TX 79706 |
X | X | Chief Executive Officer |
Signatures
| /s/ Abel Avellan | 11/20/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | On November 20, 2024, AA Gables, LLC ("AA Gables") entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act of 1933, as amended, in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables to deliver to the dealer up to the Subject Shares (or at AA Gable's election, an equivalent amount of cash) on specified dates in January of 2026. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares"). |
| (2) | (Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price"). |
| (3) | The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables elects cash settlement), to be delivered to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $18.24 (the "Floor Price"), AA Gables will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $34.20 (the "Cap Price"), but greater than the Floor Price, AA Gables will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and |
| (4) | (Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price. |
| (5) | In exchange for assuming these obligations, AA Gables received an upfront aggregate cash payment of approximately $42.0 million. AA Gables has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables will retain voting rights in the Pledged Securities during the term of the Forward Contract. |
| (6) | Mr. Avellan is the sole member and managing member of AA Gables. |