| 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
AST SpaceMobile, Inc. [ ASTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/26/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 09/30/2024 |
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 | 09/26/2024 | A | 75,000(1) | A | $0 | 596,110 | D | |||
| Class A Common Stock | 09/26/2024 | A | 145,000(2) | A | $0 | 741,110 | D | |||
| Class A Common Stock | 09/26/2024 | F | 25,750(3) | D | $23.83 | 715,360 | D | |||
| Class A Common Stock | 09/30/2024 | S(5) | 2,400(4) | D | $26.12 | 712,960 | D | |||
| Class A Common Stock | 09/30/2024 | S(5) | 300(4) | D | $26.13 | 712,660 | D | |||
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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 | ||||||||
| Explanation of Responses: |
| 1. Represents a grant of restricted stock units ("RSUs") that vest 1/3 on August 15, 2025, 1/3 on August 15, 2026 and 1/3 on August 15, 2027 subject to the Reporting Person's continued service through the vesting date. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 2. Represents a grant of RSUs, upon the certification by the Issuer's compensation committee of the deemed satisfaction of performance conditions, that vest 50% on September 26, 2024 and 50% on September 26, 2025 subject to the Reporting Person's continued service through the vesting date. |
| 3. Represents a payment of tax liability by withholding securities incident to the vesting of RSUs representing 72,500 shares of Class A Common Stock issued in accordance with Rule 16b-3, resulting in a net vested number of shares of 46,750 shares. |
| 4. Represents additional shares of Class A common stock sold by the Reporting Person to cover anticipated additional tax liabilities in connection with the grants and vestings of RSUs described above. |
| 5. This amendment is being filed to address an error in reporting the prices at which the shares were sold in transactions on September 30, 2024. |
| /s/ Scott Wisniewski | 10/01/2024 | |
| ** 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. | ||
