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 |
| |||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/06/2021 | 3. Issuer Name and Ticker or Trading Symbol AST SpaceMobile, Inc. [ ASTS ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| 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 | 200,000(1) | D(2) | |
| Class A Common Stock | 45,900(3) | I | By Trust(3)(4) |
| Class A Common Stock | 18,840(5) | I | By Trust(4)(5) |
| Class B Common Stock | 9,932,541(6) | D(2) | |
| 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 | ||||
| Call Option Contracts | (7) | 08/20/2021 | Class A Common Stock | 13,000 | 20 | I | By Trust(7) |
| Warrants | (8) | (8) | Class A Common Stock | 22,950 | 11.5 | I | By Trust(3)(4) |
| Warrants | (9) | (9) | Class A Common Stock | 9,420 | 11.5 | I | By Trust(4)(5) |
| AST Common Units | (10) | (10) | Class A Common Stock | 9,932,541 | (6) | D(2) | |
| AST Incentive Equity Options | (2)(11) | 04/17/2029 | AST Common Units | 319,033 | 0.0642 | D(2) | |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
| Explanation of Responses: |
| 1. Pursuant to that certain Subscription Agreement, dated as of December 15, 2020, between the Issuer and Invesat LLC, Invesat LLC acquired 200,000 shares of Class A common stock of the Issuer for an aggregate purchase price of $2,000,000, as an investor in the private investment in public equity investment (a "PIPE Investment") in the Issuer occurring substantially concurrently with the closing (the "Closing") of the business combination between New Providence Acquisition Corp. and AST & Science, LLC ("AST") on April 6, 2021. |
| 2. The securities reported in this line item are held directly by Invesat LLC and held indirectly, through the 2014 Scesaplana I Trust, a revocable trust established for the benefit of the family of Gustavo A. Cisneros (the "Trust"), by Gustavo A. Cisneros, who is the ultimate control person of Invesat LLC. Gustavo A. Cisneros is the settlor of the Trust, has the right to revoke the Trust without the consent of another person and shares investment and dispositive power over the Issuer's securities held by the Trust. |
| 3. Acklinton Investments LLC, a Delaware limited liability company indirectly owned through the Trust by Gustavo A. Cisneros ("Acklinton"), purchased 45,900 units of New Providence Acquisition Corp. ("NPA Units") on January 4, 2021 at a price of $13.07 per NPA Unit. Each NPA Unit consists of one share of Class A common stock of the Issuer and one-half of one warrant to purchase one share of Class A common stock of the Issuer (each whole warrant, a "Warrant"). The securities reported in this line item represent the Class A common stock of the Issuer underlying such NPA Units. |
| 4. Acklinton disclaims pecuniary interest in, and beneficial ownership of, the securities of the Issuer held by Invesat LLC and this report shall not be deemed an admission that Acklinton is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Invesat LLC disclaims pecuniary interest in, and beneficial ownership of, the securities in this line item and this report shall not be deemed an admission that Invesat LLC is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 5. Acklinton purchased 18,840 NPA Units on January 29, 2021 at a price of $13.53 per NPA Unit. The Class A common stock reported in this line item represents the Class A common stock of the Issuer underlying such NPA Units. |
| 6. In connection with the Closing, pursuant to the terms of the Fifth Amended & Restated Limited Liability Company Operating Agreement of AST & Science, LLC, dated as of April 6, 2021, by and among AST, the Issuer, as the managing member of AST and the other members of AST (the "A&R Operating Agreement"), each existing limited liability company common unit previously issued by AST was reclassified and reissued by AST into new "Common Units" of AST (the "AST Common Units") on a 1-to-14.50149869 basis. In addition, each equityholder of Common Units received an equivalent number of shares of non-economic Class B common stock or Class C common stock of the Issuer, as applicable. |
| 7. On February 12, 2021, Acklinton acquired, for an aggregate amount of $107,120, call options to purchase from the Issuer up to 13,000 shares of Class A common stock of the Issuer at a strike price of $20 per share. |
| 8. The Warrants reported herein represent the Warrants underlying the 45,900 NPA Units purchased by Acklinton on January 4, 2021. Each Warrant is exercisable at an exercise price of $11.50 per share of Class A common stock of the Issuer, subject to certain anti-dilution adjustments. The Warrants will become exercisable on the later of (i) 30 days after the completion of the Closing and (ii) 12 months following the closing of the initial public offering, and the Warrants will expire five years after the Closing or earlier upon redemption or liquidation, in each case, as described under the heading "The Offering--Redeemable Warrants" in the Issuer's Registration Statement on Form S-1 (File No. 333-233449) filed with the Securities and Exchange Commission on September 12, 2019 (the "Registration Statement"). |
| 9. The Warrants reported herein represent the Warrants underlying the 18,840 NPA Units purchased by Acklinton on January 29, 2021. Each Warrant is exercisable at an exercise price of $11.50 per share of Class A common stock of the Issuer, subject to certain anti-dilution adjustments. The Warrants will become exercisable on the later of (i) 30 days after the completion of the Closing and (ii) 12 months following the closing of the initial public offering, and the Warrants will expire five years after the Closing or earlier upon redemption or liquidation, in each case, as described under the heading "The Offering--Redeemable Warrants" in the Registration Statement. |
| 10. The securities reported in this line item represent AST Common Units. At any time on or after April 6, 2022, these AST Common Units may be redeemed by the Reporting Person in exchange for shares of Class A common stock of the Issuer on a one-to-one basis. When a holder of Class B common stock of the Issuer exchanges AST Common Units for shares of Class A common stock of the Issuer, a number of shares of Class B common stock of the Issuer equal to the number of such AST Common Units will be immediately retired by the Issuer and will no longer be outstanding. The AST Common Units do not expire. |
| 11. Each AST Incentive Equity Option will continue to be subject to the terms of the AST Incentive Plan and the applicable award agreement evidencing such AST Incentive Equity Option, and will further be subject in all respects to the terms and conditions of the A&R Operating Agreement. The securities reported in this line item are vested and are exercisable for Incentive Equity Units in AST, each of which is then redeemable for one share of Class A common stock of the Issuer on the 24-month anniversary of the Closing, subject to the Issuer's discretion to allow Invesat LLC to exchange such securities for AST Common Units at an earlier time. The Issuer has agreed to exercise its discretion to allow Invesat LLC to exchange such securities for AST Common Units at any time following the twelve-month anniversary of the Closing. |
| Remarks: |
| In connection with the Closing (as defined in note 1 of the Form 3), the Issuer, Invesat LLC, Abel Avellan, Vodafone Ventures Limited, Rakuten Mobile USA Service Inc., ATC TRS II LLC and New Providence Management LLC (collectively, the "Stockholder Parties") entered into a Stockholders' Agreement (the "Stockholders' Agreement"). Under the Stockholders' Agreement, the Stockholder Parties have agreed, among other things, to vote together on certain matters relating to the Issuer and to certain other matters relating to the Class A common stock of the Issuer. By virtue of the Stockholders' Agreement, the Reporting Persons and the other persons party thereto may each be deemed to be a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that beneficially owns more than 10% of the outstanding shares of Class A common stock of the Issuer. However, the filing of this Form 3 shall not be deemed an admission that the Reporting Persons and such other persons are members of any such group. The Reporting Persons expressly disclaim beneficial ownership of the securities beneficially owned by the other group members. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| /s/ Gustavo A. Cisneros | 04/16/2021 | |
| /s/ Eduardo L. Hernandez, Attorney-in-Fact | 04/16/2021 | |
| ** 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 5 (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. | ||