Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

OSI Capital Management LLC

(Last)

(First)

(Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON

HM 10

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXTNAV INC. [ NN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	08/23/2023		J⁽²⁾		670,765	A	$0.00⁽²⁾	13,235,166⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

OSI Capital Management LLC

(Last)

(First)

(Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON

HM 10

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WOCAP Global Opportunity Investment Partners, L.P.

(Last)

(First)

(Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON

HM 10

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Halliday Edward Neil

(Last)

(First)

(Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON

HM 10

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Turchiaro Tivin

(Last)

(First)

(Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON

HM 10

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Forrest Roderick M.

(Last)

(First)

(Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON

HM 10

(City)

(State)

(Zip)

Explanation of Responses:

1. This Form 4 is filed jointly by OSI Capital Management LLC, a Delaware limited liability company ("OSI"), Black Feathers, L.P. f/k/a WOCAP Global Opportunity Investment Partners, L.P., a Bermuda limited partnership ("Black Feathers LP"), Edward Neil Halliday ("Halliday"), Tivin Turchiaro ("Turchiaro") and Roderick M. Forrest ("Forrest" and collectively with OSI, Black Feathers LP, Halliday and Turchiaro, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its pecuniary interest therein.

2. This Form 4 is being filed as a result of a transfer of 670,765 shares of common stock, par value $0.0001 per share ("Common Stock"), of NextNav Inc. (the "Issuer") to Black Feathers LP in connection with an internal restructuring involving Black Feathers LP, OSI, Black Feathers LP's former investment manager and other parties. No purchase price was paid specifically for the transfer of such shares of Common Stock to Black Feathers LP.

3. Represents shares of Common Stock of the Issuer directly owned by Black Feathers LP, whose general partner is OSI. OSI, as general partner of Black Feathers LP, and Halliday, Turchiaro, and Forrest, as the managers of OSI, have the shared power to vote and to dispose of the shares of Common Stock of the Issuer directly owned by Black Feathers LP. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of OSI, Halliday, Turchiaro and Forrest may be deemed to beneficially own the shares of Common Stock of the Issuer directly owned by Black Feathers LP.

	OSI Capital Management LLC By: /s/ Edward Neil Halliday Name: Edward Neil Halliday Title: Manager	08/24/2023
	Black Feathers, L.P. f/k/a WOCAP Global Opportunity Investment Partners, L.P. By: OSI Capital Management LLC, its General Partner By: /s/ Edward Neil Halliday Name: Edward Neil Halliday Title: Manager	08/24/2023
	/s/ Edward Neil Halliday	08/24/2023
	/s/ Tivin Turchiaro	08/24/2023
	/s/ Roderick M. Forrest	08/24/2023
	** 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 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).
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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