Form 4 for ASTS AST SpaceMobile, Inc.

Accepted 2024-10-10 00:00:00 ET · period of report 2024-10-10 · accession 0001062993-24-017533 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2024-10-10	2024-10-10	ASTS	Mikitani Hiroshi	Dir, 10%	A - Grant	—	+28.52M	31.02M	+1,141%	—
DI	2024-10-10	2024-10-10	ASTS	Mikitani Hiroshi	Dir, 10%	D - Sale to Iss	—	-28.52M	0	-100%	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2024-10-10	A	A	28,520,155	—	31,020,155	I See Footnote	—	—	(F1) Rakuten Mobile USA Service Inc. ("Rakuten USA"), which is a subsidiary of Rakuten Mobile, Inc. ("Rakuten Mobile") and part of the Rakuten Group, of which Mr. Hiroshi Mikitani, a member of the Issuer's Board of Directors, is the founder, Chairman and Chief Executive Officer, completed a series of transactions with subsidiaries of the Issuer (the "Mergers") that resulted in the acquisition by Rakuten Mobile of 28,520,155 shares of the Issuer's Class A Common Stock. As part of the Mergers, the 28,520,155 shares of Class B Common Stock previously held by Rakuten USA were transferred to the Issuer and cancelled. In addition, the Issuer received the 28,520,155 Common Units of AST & Science LLC, a subsidiary of the Issuer, that were held by Rakuten USA prior to the Mergers. (F2) As part of the Mergers, AST SpaceMobile Holdings III, LLC, a newly formed wholly owned subsidiary of the Issuer, merged with and into Rakuten USA, with Rakuten USA surviving such merger (the "First Merger") and, immediately following the First Merger, Rakuten USA merged with and into AST SpaceMobile Holdings IV, LLC, a newly formed wholly owned subsidiary of the Issuer ("AST Holdings"), with AST Holdings surviving such merger (the "Second Merger"). After giving effect to the Second Merger, the separate corporate existence of Rakuten USA ceased. (F3) Securities held of record by Rakuten Mobile. Mr. Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Mobile and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile.
2	Derivative	Common Units	2024-10-10	D	D	28,520,155	—	0	I See Footnote	— · — to —	28,520,155 Class A Common Stock	(F1) Rakuten Mobile USA Service Inc. ("Rakuten USA"), which is a subsidiary of Rakuten Mobile, Inc. ("Rakuten Mobile") and part of the Rakuten Group, of which Mr. Hiroshi Mikitani, a member of the Issuer's Board of Directors, is the founder, Chairman and Chief Executive Officer, completed a series of transactions with subsidiaries of the Issuer (the "Mergers") that resulted in the acquisition by Rakuten Mobile of 28,520,155 shares of the Issuer's Class A Common Stock. As part of the Mergers, the 28,520,155 shares of Class B Common Stock previously held by Rakuten USA were transferred to the Issuer and cancelled. In addition, the Issuer received the 28,520,155 Common Units of AST & Science LLC, a subsidiary of the Issuer, that were held by Rakuten USA prior to the Mergers. (F2) As part of the Mergers, AST SpaceMobile Holdings III, LLC, a newly formed wholly owned subsidiary of the Issuer, merged with and into Rakuten USA, with Rakuten USA surviving such merger (the "First Merger") and, immediately following the First Merger, Rakuten USA merged with and into AST SpaceMobile Holdings IV, LLC, a newly formed wholly owned subsidiary of the Issuer ("AST Holdings"), with AST Holdings surviving such merger (the "Second Merger"). After giving effect to the Second Merger, the separate corporate existence of Rakuten USA ceased. (F3) Securities held of record by Rakuten Mobile. Mr. Mikitani is the founder, Chairman and Chief Executive Officer of Rakuten Mobile and has voting and investment discretion with respect to the securities held of record by Rakuten Mobile. (F4) The Common Units of the Issuer were eligible to be redeemed by Rakuten USA at any time after April 6, 2022 for shares of the Issuer's Class A Common Stock on a one-to-one basis. The Common Units do not expire.