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)
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2. Issuer Name and Ticker or Trading Symbol
ConnectM Technology Solutions, Inc. [ CNTM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/12/2024 | ||||||||||||||||||||||||||
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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 | 07/12/2024 | C(1) | 1,625,000 | A | (1) | 1,625,000 | I | See Footnote(2) | ||
| Class A Common Stock | 07/12/2024 | J(3) | 1,625,000 | D | (3) | 0 | I | See Footnote(2) | ||
| Common Stock | 07/12/2024 | J(3) | 1,625,000 | A | (3) | 1,625,000 | I | See Footnote(2) | ||
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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 B Common Stock | (1) | 07/12/2024 | C(1) | 1,625,000 | (1) | (1) | Class A Common Stock | 1,625,000 | (1) | 0 | I | See Footnote(2) | |||
| Warrants (Right to Buy) | $11.5 | 07/12/2024 | J(4) | 3,040,000 | 07/12/2024 | (5) | Class A Common Stock | 3,040,000 | $1 | 3,040,000 | I | See Footnote(2) | |||
| Warrants (Right to Buy) | $11.5 | 07/12/2024 | J(3) | 3,040,000 | 07/12/2024 | (5) | Class A Common Stock | 3,040,000 | (3) | 0 | I | See Footnote(2) | |||
| Warrants (Right to Buy) | $11.5 | 07/12/2024 | J(3) | 3,040,000 | 07/12/2024 | (5) | Common Stock | 3,040,000 | (3) | 3,040,000 | I | See Footnote(2) | |||
| Warrants (Right to Buy) | $11.5 | 07/12/2024 | J(6) | 750,000 | 07/12/2024 | (5) | Common Stock | 750,000 | $1 | 3,790,000 | I | See Footnote(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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| Explanation of Responses: |
| 1. Upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 31, 2022 and as it may be amended from time to time, by and among Monterey Capital Acquisition Corporation (now known as ConnectM Technology Solutions, Inc. and referred to herein as the "Issuer"), ConnectM Operations, Inc. (formerly known as ConnectM Technology Solutions, Inc.), and Chronos Merger Sub, Inc., a wholly-owned subsidiary of the Issuer (such transactions, the "Business Combination"), shares of the Issuer's Class B common stock held by the Reporting Person automatically converted into shares of the Issuer's Class A common stock on a one-for-one basis and without any additional consideration. The Class B common stock had no expiration date and no exercise price. |
| 2. These shares are held by Monterrey Acquisition Sponsor, LLC (the "Sponsor"), of which the Reporting Person serves as the managing member. As such, the Reporting Person may be deemed to have beneficial ownership of such shares. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 3. Pursuant to the Issuer's Second Amended and Restated Certificate of Incorporation, filed in connection with the consummation of the Business Combination, the Issuer completed a reclassification whereby each share of the Issuer's Class A common stock was reclassified on a one-for-one basis, and without any additional consideration, into a share of the Issuer's common stock, par value $0.0001 per share. |
| 4. These warrants were purchased on May 10, 2022 pursuant to the private placement warrant agreement, dated May 10, 2022, by the Issuer and the Sponsor, upon consummation of the Issuer's initial public offering and became exercisable on July 12, 2024 upon completion of the Business Combination. |
| 5. These warrants will expire on July 12, 2029, which is the five year anniversary of the Business Combination, or earlier upon redemption. |
| 6. These warrants were issued upon completion of the Business Combination in accordance with the Sponsor's election to convert $750,000 of the outstanding principal amount under convertible promissory notes previously issued to the Sponsor. |
| Remarks: |
| Vice-Chairman of the Board, Corporate Development Exhibit List: Exhibit 24.1 - Power of Attorney for Bala Padmakumar Exhibit 24.2 - Power of Attorney for Monterrey Acquisition Sponsor, LLC |
| /s/ Bhaskar Panigrahi, Attorney-in-Fact | 07/16/2024 | |
| ** 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 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. | ||