SEC FORM 4 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*
Cisneros Adriana

(Last) (First) (Middle)
700 NW 1ST AVENUE, SUITE 1700

(Street)
MIAMI FL 33136

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AST SpaceMobile, Inc. [ ASTS ]
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)
04/06/2021
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
Class A Common Stock 04/06/2021 P 200,000(1)(2) A $10 200,000(1) I By Company(1)
Class B Common Stock 04/06/2021 A 9,932,541(2) A (3) 9,932,541 I By Company
Class A Common Stock 5,600(2) I By Spouse
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
AST Common Units (5) 04/06/2021 A 9,932,541(2) (4) (4) Class A Common Stock 9,932,541 (3) 9,932,541 I By Company
AST Incentive Equity Options $0.0642 04/06/2021 A 319,033(2) (5)(6) 04/17/2029 AST Common Units 319,033 $0 319,033 I By Company
AST Incentive Equity Options $0.0642 04/06/2021 A 326,211 (7) 04/17/2029 AST Common Units 326,211 $0 326,211 D
AST Incentive Equity Options $0.0642 04/06/2021 A 398,863 (8) 04/17/2029 AST Common Units 398,863 $0 398,863 D
Explanation of Responses:
1. Pursuant to that certain Subscription Agreement, dated as of December 15, 2020, between the Issuer and Invesat LLC, Invesat LLC acquired 200,000 shares of Class A common stock of the Issuer for an aggregate purchase price of $2,000,000, as an investor in the private investment in public equity investment (a "PIPE Investment") in the Issuer occurring substantially concurrently with the closing of the business combination between New Providence Acquisition Corp. and AST & Science, LLC ("AST") on April 6, 2021. The Reporting Person may be deemed to beneficially own such securities in her capacity as President of Invesat LLC.
2. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of her pecuniary interest therein.
3. In connection with the closing of the business combination between New Providence Acquisition Corp. and AST on April 6, 2021, pursuant to the Fifth Amended & Restated Limited Liability Company Operating Agreement of AST & Science, LLC, dated as of April 6, 2021, by and among AST, the Issuer, as the managing member of AST and the other members of AST (the "A&R Operating Agreement"), each existing limited liability company common unit previously issued by AST was reclassified and reissued by AST into new "Common Units" (the "AST Common Units") on a 1-to-14.50149869 basis. In addition, each equityholder of AST Common Units received an equivalent number of shares of non-economic Class B common stock of the Issuer or Class C common stock of the Issuer, as applicable.
4. The securities reported in this line item represent AST Common Units. At any time on or after April 6, 2022, these AST Common Units may be redeemed by the Reporting Person in exchange for shares of Class A common stock of the Issuer on a one-to-one basis. When a holder of Class B common stock of the Issuer exchanges AST Common Units for shares of Class A common stock of the Issuer, a number of shares of Class B common stock of the Issuer equal to the number of such AST Common Units will be immediately retired by the Issuer and will no longer be outstanding. The AST Common Units do not expire.
5. The AST Incentive Equity Options reported in this line item are held directly by Invesat LLC. Each AST Incentive Equity Option will continue to be subject to the terms of the AST Incentive Plan and the applicable award agreement evidencing such AST Incentive Equity Option, and will further be subject in all regards to the terms and conditions of A&R Operating Agreement. The securities reported in this line item are vested and are exercisable for Incentive Equity Units of AST, each of which is then redeemable for one share of Class A common stock of the Issuer on the 24-month anniversary of the closing of the business combination between New Providence Acquisition Corp. and AST, subject to the Issuer's discretion to allow Invesat LLC to exchange such securities for AST Common Units at an earlier time.
6. (continued) The Issuer has agreed to exercise its discretion to allow Invesat LLC to exchange such securities for AST Common Units at any time following the twelve-month anniversary of the business combination between New Providence Acquisition Corp. and AST on April 6, 2021.
7. Each AST Incentive Equity Option will continue to be subject to the terms of the AST Incentive Plan and the applicable award agreement evidencing such AST Incentive Equity Option, and will further be subject in all regards to the terms and conditions of the A&R Operating Agreement. The securities reported in this line item are vested and are exercisable for Incentive Equity Units in AST, each of which is then redeemable for one share of Class A common stock of the Issuer on the 24-month anniversary of the closing of the business combination between New Providence Acquisition Corp. and AST, subject to the Issuer's discretion to allow the Reporting Person to exchange such securities for AST Common Units at an earlier time.
8. Each AST Incentive Equity Option will continue to be subject to the terms of the AST Incentive Plan and the applicable award agreement evidencing such AST Incentive Equity Option, and will further be subject in all regards to the terms and conditions of the A&R Operating Agreement. The securities reported in this line item are unvested and are exercisable for Incentive Equity Units in AST, each of which is then redeemable for one share of Class A common stock of the Issuer on the later of (x) the 24-month anniversary of the closing of the business combination between New Providence Acquisition Corp. and AST and (y) the six-month anniversary of the date on which the incentive equity options vest, subject to the Issuer's discretion to allow the Reporting Person to exchange such securities for AST Common Units at an earlier time.
/s/ Adriana Cisneros 04/08/2021
** Signature of Reporting Person Date
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