AST SpaceMobile (ASTS) Form 3 Initial statement of insider ownership

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

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1. Name and Address of Reporting Person^*

Vodafone Ventures Ltd

(Last) (First) (Middle)

VODAFONE HOUSE, THE CONNECTION

(Street)

NEWBURY, BERKSHIRE X0 RG14 2FN

(City) (State) (Zip)

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)

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

5. 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 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(1)	1,000,000	D
Class B Common Stock(1)	9,044,454	D

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
AST Common Units(1)	(2)	(2)	Class A Common Stock	9,044,454	(1)(2)	D

1. Name and Address of Reporting Person^*

Vodafone Ventures Ltd

(Last) (First) (Middle)

VODAFONE HOUSE, THE CONNECTION

(Street)

NEWBURY, BERKSHIRE X0 RG14 2FN

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VODAFONE GROUP PUBLIC LTD CO

(Last) (First) (Middle)

VODAFONE HOUSE, THE CONNECTION

(Street)

NEWBURY, BERKSHIRE X0 RG14 2FN

(City) (State) (Zip)

Explanation of Responses:

1. Represents 1,000,000 shares of Class A Common Stock, 9,044,454 shares of Class B Common Stock and 9,044,454 AST Common Units (as defined below), as applicable, in each case indirectly owned by Vodafone Group Plc and directly owned by its wholly-owned subsidiary Vodafone Ventures Limited. In connection with the closing of the business combination between New Providence Acquisition Corp. (now known as AST SpaceMobile, Inc., the "Issuer") and AST & Science LLC ("AST OpCo") on April 6, 2021, pursuant to the Fifth Amended & Restated Limited Liability Company Operating Agreement of AST & Science LLC, dated as of April 6, 2021, by and among AST OpCo, the Issuer, as the managing member of AST OpCo, and other members of AST OpCo ("A&R Operating Agreement"), each existing limited liability company common unit previously issued by AST OpCo (excluding specified incentive units) was reclassified and reissued by AST OpCo as new AST Common Units (the "AST Common Units") on a 1-to-14.50149869 basis. In addition, on April 6, 2021, each holder of AST Common Units received an equivalent number of shares of non-economic Class B Common Stock of the Issuer or Class C Common Stock of the Issuer, as applicable.

2. From and after April 6, 2022, the Reporting Persons may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, at the election of the Issuer (in the Issuer's capacity as managing member of AST OpCo), under certain circumstances, a cash payment based on the value of Class A Common Stock, in accordance with the A&R Operating Agreement. The AST Common Units do not expire.

Remarks:

The Reporting Persons may be deemed to be members of a group for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns more than 10% of the Class A Common Stock of the Issuer. The Reporting Persons expressly disclaim beneficial ownership of any securities of the Issuer owned by any persons other than the Reporting Persons.

	/s/ Edward Verner, M&A Executive, Vodafone Ventures Limited	04/16/2021
	/s/ Rosemary Martin, Group General Counsel and Company Secretary, Vodafone Group Plc	04/16/2021
	** Signature of Reporting Person	Date
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