0001104659-21-048252.txt : 20210408 0001104659-21-048252.hdr.sgml : 20210408 20210408213418 ACCESSION NUMBER: 0001104659-21-048252 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210406 FILED AS OF DATE: 20210408 DATE AS OF CHANGE: 20210408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cisneros Adriana CENTRAL INDEX KEY: 0001749229 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39040 FILM NUMBER: 21816286 MAIL ADDRESS: STREET 1: 700 NW 1ST AVENUE, SUITE 1700 CITY: MIAMI STATE: FL ZIP: 33136 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AST SpaceMobile, Inc. CENTRAL INDEX KEY: 0001780312 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6500 RIVERPLACE BOULEVARD CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 9179694834 MAIL ADDRESS: STREET 1: 6500 RIVERPLACE BOULEVARD CITY: AUSTIN STATE: TX ZIP: 78730 FORMER COMPANY: FORMER CONFORMED NAME: New Providence Acquisition Corp. DATE OF NAME CHANGE: 20190620 4 1 tm2112493d4_4.xml FORM 4 X0306 4 2021-04-06 0 0001780312 AST SpaceMobile, Inc. ASTS 0001749229 Cisneros Adriana 700 NW 1ST AVENUE, SUITE 1700 MIAMI FL 33136 1 0 0 0 Class A Common Stock 2021-04-06 4 P 0 200000 10 A 200000 I By Company Class B Common Stock 2021-04-06 4 A 0 9932541 A 9932541 I By Company Class A Common Stock 5600 I By Spouse AST Common Units 2021-04-06 4 A 0 9932541 A Class A Common Stock 9932541 9932541 I By Company AST Incentive Equity Options 0.0642 2021-04-06 4 A 0 319033 0 A 2029-04-17 AST Common Units 319033 319033 I By Company AST Incentive Equity Options 0.0642 2021-04-06 4 A 0 326211 0 A 2029-04-17 AST Common Units 326211 326211 D AST Incentive Equity Options 0.0642 2021-04-06 4 A 0 398863 0 A 2029-04-17 AST Common Units 398863 398863 D 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. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of her pecuniary interest therein. 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. 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. 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. (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. 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. 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 2021-04-08