NextNav (NN) Form 3 NEXTNAV / Tivin Turchiaro ownership change

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^*

OSI Capital Management LLC

(Last) (First) (Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON D0 HM 10

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2023

3. Issuer Name and Ticker or Trading Symbol
NEXTNAV INC. [ NN ]

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)
Common Stock(1)	12,564,401	I	See Footnote(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
Warrants(1)	11/27/2021	10/28/2026	Common Stock	25,000	11.5	I	See Footnote(3)

1. Name and Address of Reporting Person^*

OSI Capital Management LLC

(Last) (First) (Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON D0 HM 10

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Halliday Edward Neil

(Last) (First) (Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON D0 HM 10

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Turchiaro Tivin

(Last) (First) (Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON D0 HM 10

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Forrest Roderick M.

(Last) (First) (Middle)

'VICTORIA PLACE'

31 VICTORIA STREET

(Street)

HAMILTON D0 HM 10

(City) (State) (Zip)

Explanation of Responses:

1. This Form 3 is filed jointly by OSI Capital Management LLC, a Delaware limited liability company ("OSI"), Edward Neil Halliday ("Halliday"), Tivin Turchiaro ("Turchiaro") and Roderick M. Forrest ("Forrest" and collectively with OSI, Halliday and Turchiaro, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its pecuniary interest therein.

2. Represents securities of NextNav Inc. (the "Issuer") directly owned by Black Feathers, L.P. f/k/a WOCAP Global Opportunity Investment Partners, L.P., a Bermuda limited partnership ("Black Feathers LP"), whose general partner is OSI and whose investment manager is Woody Creek Capital Management, LLC. OSI, as general partner of Black Feathers LP, and Halliday, Turchiaro, and Forrest, as the managers of OSI, have the shared power to vote and to dispose of the shares of common stock, par value $0.0001 per share ("Common Stock") of the Issuer directly owned by Black Feathers LP. None of the Reporting Persons directly own any shares of Common Stock of the Issuer. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons may be deemed to beneficially own the shares of Common Stock of the Issuer directly owned by Black Feathers LP.

3. Represents 25,000 warrants ("Warrants") that are exercisable for 25,000 shares of Common Stock of the Issuer, which are directly owned by Black Feathers LP. OSI, as the general partner of Black Feathers LP, and Halliday, Turchiaro, and Forrest, as the managers of OSI, have the shared power to vote and to dispose of the securities of the Issuer directly owned by Black Feathers LP. None of the Reporting Persons directly own any of Warrants of the Issuer. By reason of the provisions of Rule 13d-3 of the Exchange Act, each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer directly owned by Black Feathers LP.

Remarks:

This Form 3 is being filed in connection with an internal restructuring in which OSI became the substitute general partner of of Black Feathers LP and not as a result of any sale or purchase of shares of Common Stock of the Issuer. The sole member of the managing member of the prior general partner of Black Feathers LP previously filed a Form 3 (as amended) and Form 4s with respect to Black Feathers LP's beneficial ownership of securities of the Issuer.

	OSI Capital Management LLC, By: /s/ Edward Neil Halliday, Name: Edward Neil Halliday, Title: Manager	05/26/2023
	/s/ Edward Neil Halliday	05/26/2023
	/s/ Tivin Turchiaro	05/26/2023
	/s/ Roderick M. Forrest	05/26/2023
	** Signature of Reporting Person	Date
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