| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/01/2024 |
3. Issuer Name and Ticker or Trading Symbol
CONX Corp. [ CONX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Series A Preferred Stock | (1) | (1) | Class A Common Stock | 17,391,300 | (1) | D(2) | |
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 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") were purchased by GST-Exempt Ranch Legacy Trust (the "Trust") on May 1, 2024, pursuant to a forward contract entered into on November 1, 2023 that was subsequently assigned to the Trust by Charles W. Ergen. On the tenth trading day following the date on which the volume-weighted average price for the Issuer's Class A common stock over any twenty trading days within any preceding thirty consecutive trading day period is greater than or equal to $11.50, each share of Series A Preferred Stock will mandatorily be converted into shares of the Issuer's Class A common stock on a one-for-one basis, subject to certain adjustments. |
| 2. The securities are held directly by the Trust. Centennial Fiduciary Management LLC (the "Trustee") is the trustee of the Trust and Robert J. Hooke is the trust officer of the Trustee. Each Reporting Person is filing this Form 3 solely in its position as trustee of the Trust or trust officer of the Trustee, respectively, and disclaims beneficial ownership over any securities owned by the Trust other than to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
| Robert J. Hooke /s/ Robert J. Hooke | 05/03/2024 | |
| GST-Exempt Ranch Legacy Trust By: Centennial Fiduciary Management LLC, Trustee, Robert J. Hooke, Trust Officer /s/ Robert J. Hooke | 05/03/2024 | |
| Centennial Fiduciary Management LLC By:Robert J. Hooke, Trust Officer /s/ Robert J. Hooke | 05/03/2024 | |
| ** 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. | ||
