| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Starry Group Holdings, Inc. [ STRY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/29/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 par value $.0001 (Class A Common Stock) | 11/29/2022 | S | 210,145 | D | $0.191(1) | 16,096,893 | D(2)(4) | |||
| Class A Common Stock | 11/29/2022 | S | 87 | D | $0.191(1) | 6,632 | I | See footnotes(3)(4) | ||
| Class A Common Stock | 11/30/2022 | S | 83,730 | D | $0.1905(5) | 16,013,163 | D(2)(4) | |||
| Class A Common Stock | 11/30/2022 | S | 35 | D | $0.1905(5) | 6,597 | I | See footnotes(3)(4) | ||
| Class A Common Stock | 12/01/2022 | S | 42,049 | D | $0.1902(6) | 15,971,114 | D(2)(4) | |||
| Class A Common Stock | 12/01/2022 | S | 17 | D | $0.1902(6) | 6,580 | I | See footnotes(3)(4) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.1900 to $0.1990, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
| 2. The securities of the Issuer are held by Tiger Global Private Investment Partners IX, L.P. and may be deemed to be beneficially owned by (i) Tiger Global; (ii) Coleman and (iii) Shleifer (each as defined below). |
| 3. The securities of the Issuer are held in the accounts of private investment funds managed by Tiger Global Management, LLC ("Tiger Global") and/or its related persons and may be deemed to be beneficially owned by (i) Tiger Global; (ii) Charles P. Coleman, III ("Coleman"), a partner and portfolio manager of Tiger Global; and (iii) Scott Shleifer ("Shleifer"), a partner and portfolio manager of Tiger Global. |
| 4. Each of the Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Exchange Act, as amended. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.1900 to $0.1928, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.1900 to $0.1929, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein. |
| Tiger Global Private Investment Partners IX, L.P., By Tiger Global PIP Performance IX, L.P., Its General Partner, By Tiger Global PIP Management IX, Ltd., Its General Partner, By: /s/ Eric Lane, President & Chief Operating Officer | 12/01/2022 | |
| Tiger Global PIP Performance IX, L.P., By Tiger Global PIP Management IX, Ltd., Its General Partner, By: /s/ Eric Lane, President & Chief Operating Officer | 12/01/2022 | |
| Tiger Global PIP Management IX, Ltd., By: /s/ Eric Lane, President & Chief Operating Officer | 12/01/2022 | |
| Tiger Global Management, LLC, By: /s/ Eric Lane, President & Chief Operating Officer | 12/01/2022 | |
| /s/ Charles P Coleman, III | 12/01/2022 | |
| /s/ Scott Shleifer | 12/01/2022 | |
| ** 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 Number. | ||
