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Filing Details

Accession Number:: 0001104659-21-048252
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-08 21:34:18
Reporting Period:: 2021-04-06

Accepted Time:: 2021-04-08 21:34:18
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1780312	Ast Spacemobile Inc.	ASTS	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1749229	Adriana Cisneros	700 Nw 1St Avenue, Suite 1700 Miami FL 33136		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2021-04-06	200,000	$10.00	200,000	No	4	P	Indirect	By Company
Class B Common Stock	Acquisiton	2021-04-06	9,932,541	$0.00	9,932,541	No	4	A	Indirect	By Company

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Company
No	4	A	Indirect	By Company

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	AST Common Units	Acquisiton	2021-04-06	9,932,541	$0.00	9,932,541	$0.00
Ast Common Units	AST Incentive Equity Options	Acquisiton	2021-04-06	319,033	$0.00	319,033	$0.06
Ast Common Units	AST Incentive Equity Options	Acquisiton	2021-04-06	326,211	$0.00	326,211	$0.06
Ast Common Units	AST Incentive Equity Options	Acquisiton	2021-04-06	398,863	$0.00	398,863	$0.06

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
9,932,541		No	4	A	Indirect
319,033	2029-04-17	No	4	A	Indirect
326,211	2029-04-17	No	4	A	Direct
398,863	2029-04-17	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	5,600	Indirect	By Spouse

Footnotes

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.