| 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
Pegasus Digital Mobility Acquisition Corp. [ PGSS.U ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/04/2021 | ||||||||||||||||||||||||||
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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 | ||||||
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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 Ordinary Shares, par value 0.0001 per share | (1) | 11/04/2021 | J(2) | 140,625 | (1) | (1) | Class A Ordinary Shares, par value 0.0001 per share | 140,625 | $0.004(2) | 140,625 | D | ||||
| Ordinary Share Warrants (right to buy) | $11.5 | 11/04/2021 | J(3) | 243,750(3) | (4) | (4) | Class A Ordinary Shares, par value 0.0001 per share | 243,750 | (3) | 243,750 | D | ||||
| Explanation of Responses: |
| 1. The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares") have no expiration date and (i) are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of Pegasus Digital Mobility Acquisition Corp. (the "Issuer") at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-259860) (the "Registration Statement"). |
| 2. Reflects the transfer of 140,625 Class B Shares from Pegasus Digital Mobility Sponsor LLC (the "Sponsor") for $0.004 per Class B Share to the Reporting Person in respect of his service as an officer of the Issuer. |
| 3. Reflects the transfer of 243,750 warrants of the Issuer purchased by the Sponsor from the Issuer in a private placement that closed concurrently with the closing of the Issuer's initial public offering, as described in the Registration Statement (each, a "Private Placement Warrant"), from the Sponsor for no consideration ($0) to the Reporting Person in respect of his service as an officer of the Issuer. |
| 4. Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Registration Statement. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation, as described in the Registration Statement. |
| /s/ Heath D. Linsky as attorney-in-fact for Stefan Berger | 11/08/2021 | |
| ** 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. | ||