American Tower (AMT) Form 3 AST SpaceMobile / TOWER CORP /MA/ AMERICAN ownership change

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^*

AMERICAN TOWER CORP /MA/

(Last) (First) (Middle)

116 HUNTINGTON AVENUE

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2021

3. Issuer Name and Ticker or Trading Symbol
AST SpaceMobile, Inc. [ ASTS ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

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)
Class A Common Stock	2,500,000	I	See Explanation of Responses(1)
Class B Common Stock	2,170,657	I	See Explanation of Responses(1)

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
Common Units	(2)	(2)	Class A Common Stock	2,170,657	(2)	I	See Explanation of Responses(1)

1. Name and Address of Reporting Person^*

AMERICAN TOWER CORP /MA/

(Last) (First) (Middle)

116 HUNTINGTON AVENUE

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ATC TRS II LLC

(Last) (First) (Middle)

116 HUNTINGTON AVENUE

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. ATC TRS II LLC ("TRS II"), a wholly-owned subsidiary of American Tower Corporation (together with TRS II, the "Reporting Persons"), directly holds (i) 2,500,000 shares of Class A Common Stock ("Class A Shares") of AST SpaceMobile, Inc. (the "Issuer") and (ii) 2,170,657 common units (the "Common Units") of AST & Science LLC ("AST LLC") and an equal number of Class B Common Stock ("Class B Shares") of the Issuer.

2. The Common Units, together with an equal number of Class B Shares, may be redeemed by the Reporting Person at any time on or after April 6, 2022 for Class A Shares on a one-to-one basis. The Common Units do not expire.

Remarks:

The Reporting Persons may be deemed to be members of a group (for purposes of Rule 13d-3 under the Exchange Act) with the other stockholders of the Issuer party to the Stockholders' Agreement, dated April 6, 2021, filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2021. The Reporting Persons disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

	/s/ Michael McCormack, By: Michael McCormack, Authorized Person, American Tower Corporation	04/26/2021
	/s/ Michael McCormack, By: Michael McCormack, Authorized Person, ATC TRS II LLC	04/26/2021
	** Signature of Reporting Person	Date
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