Oak Investment Partners XI L P Form 4 Airspan Networks / BANDEL L CARANO ownership change

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).

1. Name and Address of Reporting Person^*

CARANO BANDEL L

(Last) (First) (Middle)

C/O OAK INVESTMENT PARTNERS

901 MAIN AVENUE, SUITE 600

(Street)

NORWALK CT 06851

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Airspan Networks Holdings Inc. [ MIMO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/13/2021		J		25,038,852	A	(1)	25,038,852	I	See footnote(2)
Common Stock	08/13/2021		J		3,400,207	A	(3)	3,400,207	I	See footnote(4)
Common Stock	08/13/2021		P		200,000	A	$10	3,600,207	I	See footnote(4)

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
Warrants (right to buy)	$12.5	08/13/2021		J		1,264,993		08/13/2021	08/13/2023	Common Stock	1,264,993	(1)	1,264,993	I	See footnote(2)
Warrants (right to buy)	$12.5	08/13/2021		J		171,782		08/13/2021	08/13/2023	Common Stock	171,782	(3)	171,782	I	See footnote(4)
Warrants (right to buy)	$15	08/13/2021		J		1,264,993		08/13/2021	08/13/2023	Common Stock	1,264,993	(1)	1,264,993	I	See footnote(2)
Warrants (right to buy)	$15	08/13/2021		J		171,782		08/13/2021	08/13/2023	Common Stock	171,782	(3)	171,782	I	See footnote(4)
Warrants (right to buy)	$17.5	08/13/2021		J		1,264,993		08/13/2021	08/13/2023	Common Stock	1,264,993	(1)	1,264,993	I	See footnote(2)
Warrants (right to buy)	$17.5	08/13/2021		J		171,782		08/13/2021	08/13/2023	Common Stock	171,782	(3)	171,782	I	See footnote(4)

1. Name and Address of Reporting Person^*

CARANO BANDEL L

(Last) (First) (Middle)

C/O OAK INVESTMENT PARTNERS

901 MAIN AVENUE, SUITE 600

(Street)

NORWALK CT 06851

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oak Investment Partners XI L P

(Last) (First) (Middle)

901 MAIN AVENUE, SUITE 600

(Street)

NORWALK CT 06851

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Oak Investment Partners XIII, Limited Partnership

(Last) (First) (Middle)

901 MAIN AVENUE, SUITE 600

(Street)

NORWALK CT 06851

(City) (State) (Zip)

Explanation of Responses:

1. Received in exchange for (a) 72,123 shares of Airspan Networks Inc. ("Legacy Airspan") Series B-1 Preferred Stock, (b) 416,667 shares of Legacy Airspan Series C-1 Preferred Stock, (c) 721,643 shares of Legacy Airspan Series D Preferred Stock, (d) 370,000 shares of Legacy Airspan Series D-2 Preferred Stock, (e) 162,141 shares of Legacy Airspan Series F Senior Preferred Stock and (f) 285,339 shares of Legacy Airspan Series G Senior Preferred Stock, in each case, in connection with the merger of Artemis Merger Sub Corp. ("Merger Sub") with and into Legacy Airspan (the "Merger") pursuant to that certain Business Combination Agreement, dated as of March 8, 2021, by and among Airspan Networks Holdings Inc. (f/k/a New Beginnings Acquisition Corp.), Legacy Airspan and Merger Sub.

2. Represents securities directly owned by Oak Investment Partners XI, Limited Partnership ("Oak XI"). Bandel L. Carano is a member of Airspan Networks Holdings Inc.'s board of directors. The names of the parties who share power to vote and dispose of the securities held by Oak XI are Bandel L. Carano, Edward F. Glassmeyer, Frederic W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates XI, LLC, the General Partner of Oak XI. Bandel L. Carano and these individuals disclaim beneficial ownership with respect to such securities except to the extent of their pecuniary interest therein.

3. Received in exchange for (a) 128,133 shares of Legacy Airspan Class B Common Stock, (b) 23,163 shares of Legacy Airspan Series F Senior Preferred Stock, (c) 134,512 shares of Legacy Airspan Series G Senior Preferred Stock, (d) 56,910 shares of Legacy Airspan Series H Senior Preferred Stock and (e) warrants exercisable for 28,455 shares of Legacy Airspan Series H Senior Preferred Stock, in each case, in connection with the Merger.

4. Represents securities directly owned by Oak Investment Partners XIII, Limited Partnership ("Oak XIII"). Bandel L. Carano is a member of Airspan Networks Holdings Inc.'s board of directors. The names of the parties who share power to vote and dispose of the securities held by Oak XIII are Bandel L. Carano, Edward F. Glassmeyer, Frederic W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates XIII, LLC, the General Partner of Oak XIII. Bandel L. Carano and these individuals disclaim beneficial ownership with respect to such securities except to the extent of their pecuniary interest therein.

	/s/ Bandel L. Carano	08/13/2021
	/s/ Bandel L. Carano, Managing Member of Oak Associates XI, LLC, the General Partner of Oak Investment Partners XI, Limited Partnership	08/13/2021
	/s/ Bandel L. Carano, Managing Member of Oak Associates XIII, LLC, the General Partner of Oak Investment Partners XIII, Limited Partnership	08/13/2021
	** Signature of Reporting Person	Date
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