SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* ERGEN CHARLES W (Last) (First) (Middle) 5701 S. SANTA FE DR. (Street) LITTLETON CO 80120 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/29/2020	3. Issuer Name and Ticker or Trading Symbol CONX Corp. [ CONX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)	(1)	Class A Common Stock	21,562,500(2)	(1)	I(3)	See footnotes

1. Name and Address of Reporting Person* ERGEN CHARLES W (Last) (First) (Middle) 5701 S. SANTA FE DR. (Street) LITTLETON CO 80120 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner X Officer (give title below) Other (specify below) Chairman

1. Name and Address of Reporting Person* nXgen Opportunities, LLC (Last) (First) (Middle) 5701 S. SANTA FE DR. (Street) LITTLETON CO 80120 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Class B Common Stock will convert into shares of the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-249223) and have no expiration date.

2. Includes up to 2,812,500 shares of the Issuer's Class B Common Stock subject to forfeiture depending on the extent to which the underwriter's over-allotment option is exercised, as described in the Issuer's registration statement.

3. The securities are held directly by nXgen Opportunities, LLC (the "Sponsor"). The Reporting Person controls the Sponsor. The Reporting Person disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Kyle Jason Kiser, Attorney-in-Fact Charles W. Ergen	10/29/2020
	nXgen Opportunities, LLC By: /s/ Kyle Jason Kiser, Chief Executive Officer	10/29/2020
	** 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 5 (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).
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