Pegasus Digital Mobility Acquisition Corp - Ordinary Shares (PGSS) Form 4 Pegasus Digital Mobility Acquisition / John N. Doherty ownership change

SEC Form 4

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^*

Doherty John N.

(Last) (First) (Middle)

C/O PEGASUS DIGITAL MOBILITY ACQUISITION

100 FIELD POINT ROAD

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Pegasus Digital Mobility Acquisition Corp. [ PGSS.U ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Class B Ordinary Shares, par value 0.0001 per share	(1)	05/31/2023		J(2)			25,417	(1)	(1)	Class AOrdinaryShares,parvalue0.0001pershare	25,417	(2)	30,833	D
Ordinary Share Warrants (right to buy)	$11.5	05/31/2023		J(3)		118,325		(4)	(4)	Class AOrdinaryShares,parvalue0.0001pershare	118,325	(3)	118,325	D

Explanation of Responses:

1. The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares") have no expiration date and (i) are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), ofPegasus Digital Mobility Acquisition Corp. (the "Issuer") at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initialbusiness combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (FileNo. 333-259860) (the "Registration Statement").

2. In connection with the announcement of the business combination of Pegasus Digital Mobility Acquisition Corp. with Gebr. Schmid GmbH, and pursuant to a related sponsor agreement dated May 31, 2023 (the "Sponsor Agreement") by and among the directors and officers of the Issuer and Pegasus Digital Mobility Sponsor LLC, among others, an aggregate of 25,417 Class B Shares have been provided by John N. Doherty for no additional consideration to use in negotiations of non-redemption agreements with certain holders of Pegasus Class A Shares, as well as to enter into additional PIPE subscription agreements. Any such shares not used for this purpose shall be cancelled at the time of the closing of the initial business combination.

3. Pursuant to a warrant grant agreement among the Sponsor and the directors and officers of the Issuer dated May 31, 2023, the Sponsor agreed to transfer a certain number of warrants to the individual directors and officers of the Issuer for no additional consideration.

4. Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the RegistrationStatement. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initialbusiness combination or earlier upon redemption or the Issuer's liquidation, as described in the Registration Statement.

	/s/ Heath D. Linsky as attorney-in-fact for John N. Doherty	06/02/2023
	** Signature of Reporting Person	Date
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