0000899243-23-013978.txt : 20230526 0000899243-23-013978.hdr.sgml : 20230526 20230526170106 ACCESSION NUMBER: 0000899243-23-013978 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230519 FILED AS OF DATE: 20230526 DATE AS OF CHANGE: 20230526 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Turchiaro Tivin CENTRAL INDEX KEY: 0001975755 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40985 FILM NUMBER: 23970052 MAIL ADDRESS: STREET 1: VICTORIA PLACE STREET 2: 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 10 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Halliday Edward Neil CENTRAL INDEX KEY: 0001975739 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40985 FILM NUMBER: 23970053 MAIL ADDRESS: STREET 1: VICTORIA PLACE STREET 2: 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 10 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Forrest Roderick M. CENTRAL INDEX KEY: 0001976162 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40985 FILM NUMBER: 23970051 MAIL ADDRESS: STREET 1: VICTORIA PLACE STREET 2: 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 10 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OSI Capital Management LLC CENTRAL INDEX KEY: 0001975843 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40985 FILM NUMBER: 23970054 BUSINESS ADDRESS: STREET 1: VICTORIA PLACE STREET 2: 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 10 BUSINESS PHONE: 4417043213 MAIL ADDRESS: STREET 1: VICTORIA PLACE STREET 2: 31 VICTORIA STREET CITY: HAMILTON STATE: D0 ZIP: HM 10 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NEXTNAV INC. CENTRAL INDEX KEY: 0001865631 STANDARD INDUSTRIAL CLASSIFICATION: SEARCH, DETECTION, NAVIGATION, GUIDANCE, AERONAUTICAL SYS [3812] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1775 TYSONS BLVD., 5TH FLOOR CITY: MCLEAN STATE: VA ZIP: 22102 BUSINESS PHONE: 800-775-0982 MAIL ADDRESS: STREET 1: 1775 TYSONS BLVD., 5TH FLOOR CITY: MCLEAN STATE: VA ZIP: 22102 FORMER COMPANY: FORMER CONFORMED NAME: Spartacus Acquisition Shelf Corp. DATE OF NAME CHANGE: 20210603 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-05-19 0 0001865631 NEXTNAV INC. NN 0001975843 OSI Capital Management LLC 'VICTORIA PLACE' 31 VICTORIA STREET HAMILTON D0 HM 10 BERMUDA 0 0 1 0 0001975739 Halliday Edward Neil 'VICTORIA PLACE' 31 VICTORIA STREET HAMILTON D0 HM 10 BERMUDA 0 0 1 0 0001975755 Turchiaro Tivin 'VICTORIA PLACE' 31 VICTORIA STREET HAMILTON D0 HM 10 BERMUDA 0 0 1 0 0001976162 Forrest Roderick M. 'VICTORIA PLACE' 31 VICTORIA STREET HAMILTON D0 HM 10 BERMUDA 0 0 1 0 Common Stock 12564401 I See Footnote Warrants 11.50 2021-11-27 2026-10-28 Common Stock 25000 I See Footnote This Form 3 is filed jointly by OSI Capital Management LLC, a Delaware limited liability company ("OSI"), Edward Neil Halliday ("Halliday"), Tivin Turchiaro ("Turchiaro") and Roderick M. Forrest ("Forrest" and collectively with OSI, Halliday and Turchiaro, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its pecuniary interest therein. Represents securities of NextNav Inc. (the "Issuer") directly owned by Black Feathers, L.P. f/k/a WOCAP Global Opportunity Investment Partners, L.P., a Bermuda limited partnership ("Black Feathers LP"), whose general partner is OSI and whose investment manager is Woody Creek Capital Management, LLC. OSI, as general partner of Black Feathers LP, and Halliday, Turchiaro, and Forrest, as the managers of OSI, have the shared power to vote and to dispose of the shares of common stock, par value $0.0001 per share ("Common Stock") of the Issuer directly owned by Black Feathers LP. None of the Reporting Persons directly own any shares of Common Stock of the Issuer. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons may be deemed to beneficially own the shares of Common Stock of the Issuer directly owned by Black Feathers LP. Represents 25,000 warrants ("Warrants") that are exercisable for 25,000 shares of Common Stock of the Issuer, which are directly owned by Black Feathers LP. OSI, as the general partner of Black Feathers LP, and Halliday, Turchiaro, and Forrest, as the managers of OSI, have the shared power to vote and to dispose of the securities of the Issuer directly owned by Black Feathers LP. None of the Reporting Persons directly own any of Warrants of the Issuer. By reason of the provisions of Rule 13d-3 of the Exchange Act, each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer directly owned by Black Feathers LP. This Form 3 is being filed in connection with an internal restructuring in which OSI became the substitute general partner of of Black Feathers LP and not as a result of any sale or purchase of shares of Common Stock of the Issuer. The sole member of the managing member of the prior general partner of Black Feathers LP previously filed a Form 3 (as amended) and Form 4s with respect to Black Feathers LP's beneficial ownership of securities of the Issuer. OSI Capital Management LLC, By: /s/ Edward Neil Halliday, Name: Edward Neil Halliday, Title: Manager 2023-05-26 /s/ Edward Neil Halliday 2023-05-26 /s/ Tivin Turchiaro 2023-05-26 /s/ Roderick M. Forrest 2023-05-26