Statement of Changes in Beneficial Ownership (4)
December 05 2022 - 08:01AM
Edgar (US Regulatory)
FORM 4
[ ] 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. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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 * Cisneros
Adriana |
2. Issuer Name and Ticker or Trading
Symbol AST SpaceMobile, Inc. [ ASTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
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(Last)
(First)
(Middle)
700 NW 1ST AVENUE, SUITE 1700 |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/2/2022
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(Street)
MIAMI, FL 33136
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
12/2/2022 |
|
P |
|
36364 (1) |
A |
$5.50 |
39764 |
D |
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Class A Common Stock |
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|
|
|
200000 (2)(3) |
I |
By Company |
Class B Common Stock |
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|
|
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9932541 (3)(4) |
I |
By Company |
Class A Common Stock |
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|
|
|
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5600 (3) |
I |
By Spouse |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
AST Common Units |
(5) |
|
|
|
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(5) |
(5) |
Class A Common Stock |
9932541 (3) |
|
9932541 |
I |
By Company |
Explanation of
Responses: |
(1) |
On December 2, 2022, the
Issuer closed its previously announced offering of 13,636,364
shares of Class A Common Stock sold pursuant to an underwriting
agreement, dated November 29, 2022, with B. Riley Securities, Inc.
The amount herein represents a purchase by the reporting person in
such public offering. |
(2) |
Pursuant to that certain
Subscription Agreement, dated as of December 15, 2020, between the
Issuer and Invesat LLC, Invesat LLC acquired 200,000 shares of
Class A common stock of the Issuer for an aggregate purchase price
of $2,000,000, as an investor in the private investment in public
equity investment (a "PIPE Investment") in the Issuer occurring
substantially concurrently with the closing of the business
combination between New Providence Acquisition Corp. and AST &
Science, LLC ("AST") on April 6, 2021. The Reporting Person may be
deemed to beneficially own such securities in her capacity as
President of Invesat LLC. |
(3) |
The Reporting Person
disclaims beneficial ownership of these shares, except to the
extent of her pecuniary interest therein. |
(4) |
In connection with the
closing of the business combination between New Providence
Acquisition Corp. and AST on April 6, 2021, pursuant to the Fifth
Amended & Restated Limited Liability Company Operating
Agreement of AST & Science, LLC, dated as of April 6, 2021, by
and among AST, the Issuer, as the managing member of AST and the
other members of AST (the "A&R Operating Agreement"), each
existing limited liability company common unit previously issued by
AST was reclassified and reissued by AST into new "Common Units"
(the "AST Common Units") on a 1-to-14.50149869 basis. In addition,
each equityholder of AST Common Units received an equivalent number
of shares of non-economic Class B common stock of the Issuer or
Class C common stock of the Issuer, as applicable. |
(5) |
The securities reported in
this line item represent AST Common Units. At any time on or after
April 6, 2022, these AST Common Units may be redeemed by the
Reporting Person in exchange for shares of Class A common stock of
the Issuer on a one-to-one basis. When a holder of Class B common
stock of the Issuer exchanges AST Common Units for shares of Class
A common stock of the Issuer, a number of shares of Class B common
stock of the Issuer equal to the number of such AST Common Units
will be immediately retired by the Issuer and will no longer be
outstanding. The AST Common Units do not expire. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Cisneros Adriana
700 NW 1ST AVENUE, SUITE 1700
MIAMI, FL 33136 |
X |
|
|
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Signatures
|
/s/ Adriana Cisneros |
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12/5/2022 |
**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. |
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. |
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