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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Starry Group Holdings, Inc. [ STRY ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/29/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 03/29/2022 | A | 368,158 | A | (1) | 368,158 | I | By self as trustee for Chaitanya Kanojia Qualified Annuity Interest Trust | ||
Class A Common Stock | 03/29/2022 | A | 12,885,514 | A | (1) | 12,885,514 | I | By spouse | ||
Class A Common Stock | 03/29/2022 | A | 368,158 | A | (1) | 368,158 | I | By spouse as trustee for Tracie L. Longman Qualified Annuity Interest Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 X Common Stock | (2) | 03/29/2022 | A | 9,268,335 | (2) | (2) | Class A Common Stock | 9,268,335 | (1) | 9,268,335 | D |
Explanation of Responses: |
1. Pursuant to the Agreement and Plan of Merger, dated as of October 6, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the "Merger Agreement") by and among FirstMark Horizon Acquisition Corp. ("FMAC"), Sirius Merger Sub, Inc. ("Merger Sub"), Starry, Inc. ("Starry"), and Starry Group Holdings, Inc. (the "Issuer"), all outstanding Starry capital stock (i) held directly by the Reporting Person was cancelled and automatically converted into the right to receive a number of shares Class X Common Stock equal to the applicable exchange ratio (as described in the Merger Agreement) and (ii) held by any other person or entity was cancelled and automatically converted into the right to receive a number of shares Class A Common Stock equal to the applicable exchange ratio (as described in the Merger Agreement). |
2. The Class X Common Stock is convertible into Class A Common Stock of the Issuer on a one-for-one basis at the option of the holder. The Class X Common Stock will automatically convert into shares of Class A Common Stock on the earliest to occur of earlier of (a) the date that is nine months following the first date after the closing (the "Closing") of the business combination among the Issuer, FMAC, Starry and Merger Sub, Inc. on which the Reporting Person (1) is no longer providing services to the Issuer as a member of the senior leadership team, officer or director and (2) has not provided any such services for the duration of such nine-month period; and (b) the first date after the Closing as of which the the Reporting Person and certain permitted transferees have transferred, in the aggregate, more than 75% of the shares of Class X Common Stock that were held by the Reporting Person immediately following the Closing. |
Remarks: |
Chief Executive Officer and Director |
/s/ William Lundregan, attorney-in-fact | 03/31/2022 | |
** 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 4 (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. |