| 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 |
| |||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Spire Global, Inc. [ SPIR ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
| 3. Date of Earliest Transaction (Month/Day/Year) 08/16/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||||||||||||
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/16/2021 | C(1) | 2,833,750 | A | $0.00 | 2,833,750 | D | |||
| Class A Common Stock | 08/16/2021 | A(2) | 500,000 | A | $10 | 500,000 | 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | $0.00 | 08/16/2021 | J(3) | 2,833,750 | (1) | (1) | Class A Common Stock | 2,833,750 | $0.00 | 2,833,750 | D | ||||
| Class B Common Stock | $0.00 | 08/16/2021 | C(1) | 2,833,750 | (1) | (1) | Class A Common Stock | 2,833,750 | $0.00 | 0 | D | ||||
| Private Placement Warrants | $11.5 | 08/16/2021 | J(4) | 3,300,000 | (4) | (4) | Class A Common Stock | 3,300,000 | $0.00 | 3,300,000 | D | ||||
| Explanation of Responses: |
| 1. On August 16, 2021, NavSight Holdings, Inc. consummated its business combination with Spire Global, Inc. (the "Closing"). In connection with the Closing, the issuer changed its legal name to Spire Global, Inc. (the "Issuer") and the shares of Class B common stock held by Mr. Coleman automatically converted into shares of Class A common stock on a one-for-one basis and have no expiration date. |
| 2. Represents shares acquired at Closing in connection with the Private Investment in Public Equity (PIPE). |
| 3. Six4 Holdings, LLC ("Six4") was the holder of record of 5,667,500 shares of the Issuer's Class B common stock, which shares were indirectly beneficially owned by Mr. Coleman. Immediately prior to the Closing, Six4 transferred 2,833,750 shares directly to Mr. Coleman for no consideration and the remaining 2,833,750 shares were transferred to Jack Pearlstein, which shares Mr. Coleman is not deemed to beneficially own. |
| 4. Represents Private Placement Warrants acquired from the Issuer by Six4 in connection with the Issuer's initial public offering and transferred to Mr. Coleman immediately prior to the Closing for no consideration. Each warrant, which was initially transferred at a price of $1.00 per warrant, is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants are not redeemable by the Issuer and may not, subject to certain limited exceptions, be exercised until 30 days after the Closing. The Private Placement Warrants will expire upon the fifth anniversary of the Closing, at 5:00pm New York City time, or earlier upon redemption or liquidation. |
| Remarks: |
| Mr. Coleman was the Co-Founder, Chairman and Chief Executive Officer of the Issuer (formerly named NavSight Holdings, Inc.) and resigned prior to the Closing (defined below). |
| /s/ Robert A. Coleman | 08/18/2021 | |
| ** 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 Number. | ||
