| 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)
| 2. Issuer Name and Ticker or Trading Symbol NEXTNAV INC. [ NN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/10/2022 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock | 06/10/2022 | P(1) | 4,000,000 | D | $4 | 11,066,004 | D(2) | |||
| Common Stock | 06/10/2022 | P(1) | 4,000,000 | A | $4 | 4,640,000 | I(3) | See Footnotes(3) | ||
| Common Stock | 06/13/2022 | P | 200,000 | A | $2.3197 | 11,266,004 | D(2) | |||
| Common Stock | 06/14/2022 | P | 146,571 | A | $2.3645 | 11,412,575 | D(2) | |||
| Common Stock | 20,000 | I | See Footnotes(4) | |||||||
| Common Stock | 385,498 | I | See Footnotes(5) | |||||||
| Common Stock | 2,510(6) | D | ||||||||
| Common Stock | 1,000 | I | See Footnotes(7) | |||||||
| Common Stock | 416,789 | I | See Footnotes(8) | |||||||
| 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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| Explanation of Responses: |
| 1. WOCAP Global Opportunity Investment Partners, LP ("WOCAP LP") transferred 4,000,000 shares of the Issuer's common stock in an affiliated transaction to WOCAP II LP ("WOCAP II"), whose general partner is WOCAP II GP LLC ("WOCAP II GP"). Mr. Presutti is the sole member of WOCAP II GP. |
| 2. Represents shares of common stock held by WOCAP LP, whose general partner is WOCAP Global Opportunity Investment Partners GP LLC ("WOCAP GOIP GP LLC"), whose managing member is Woody Creek MM LLC ("WCMM LLC"). Mr. Presutti is the sole member of WCMM LLC. |
| 3. Represents shares of common stock held by WOCAP II. |
| 4. Represents 20,000 shares of common stock held by WOCAP GOIP GP LLC, whose managing member is WCMM LLC. Mr. Presutti is the sole member of WCMM LLC. |
| 5. Represents 385,498 shares of common stock held by Reds Road Holdings LLC ("RRH"). Mr. Presutti is the sole member of RRH. |
| 6. Represents shares directly and beneficially owned by Mr. Presutti, and includes 10 shares of common stock jointly owned with Mr. Presutti's spouse. |
| 7. Represents 1,000 shares of common stock held by Woody Creek Capital Partners Defined Benefit Pension Plan, whose trustee and a beneficiary is Mr. Presutti. |
| 8. Represents 416,789 shares of common stock held by Broadbill Credit Arbitrage LLC, whose sole member is WOCAP II, whose general partner is WOCAP II GP. Mr. Presutti is the sole member of WOCAP II GP. |
| /s/ Timothy M. Presutti | 06/15/2022 | |
| WOCAP Global Opportunity Investment Partners, L.P. By: WOCAP Global Opportunity Investment Partners GP LLC, its general partner By: Woody Creek MM LLC, its managing member By: /s/ Timothy M. Presutti Timothy M. Presutti Sole Member | 06/15/2022 | |
| ** 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. | ||
