Form 4 for MNTS Momentus Inc.
Accepted 2021-08-23 00:00:00 ET · period of report 2021-08-12 · accession 0001213900-21-044227 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-08-23 | 2021-08-12 | MNTS | Freedman Edward K. | 10% | C - Cnv Deriv | $0.00 | +4.06M | 176.5K | New | $0 |
| DI | 2021-08-23 | 2021-08-12 | MNTS | Freedman Edward K. | 10% | P - Purchase | $10.00 | +1.30M | 1.48M | +737% | +$13.00M |
| DMI | 2021-08-23 | 2021-08-12 | MNTS | Freedman Edward K. | 10% | C - Cnv Deriv | — | -4.06M | 0 | -100% | — |
| DI | 2021-08-23 | 2021-08-12 | MNTS | Freedman Edward K. | 10% | J - Other | — | -250.0K | 3.89M | -6% | — |
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 | 2021-08-12 | C | A | 3,886,029 | $0.00 | 4,381,029 | I See Footnote | — | — | (F1) As described in the Issuer's registration statement on Form S-1 (File No. 333-233980) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. On August 12, 2021, the Issuer completed its initial business combination (the "Business Combination") with Momentus Inc., a Delaware corporation ("Momentus"). In connection with the Business Combination, each share of Class B common stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock (F2) Brian Kabot, Juan Manuel Quiroga and Edward Freedman are the managers of SRC-NI Holdings LLC (the "Sponsor") and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of them may be deemed to share beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 2 | Common | Class A Common Stock | 2021-08-12 | C | A | 176,471 | $0.00 | 176,471 | I See Footnote | — | — | (F1) As described in the Issuer's registration statement on Form S-1 (File No. 333-233980) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. On August 12, 2021, the Issuer completed its initial business combination (the "Business Combination") with Momentus Inc., a Delaware corporation ("Momentus"). In connection with the Business Combination, each share of Class B common stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock (F3) Stable Road Capital LLC is the managing member (the "Managing Member") of SRAC PIPE Partners LLC. Edward Freedman is the sole member of the Managing Member. As such, the reporting person may be deemed to possess beneficial ownership of the securities held directly by SRAC PIPE Partners LLC. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 3 | Common | Class A Common Stock | 2021-08-12 | P | A | 1,300,000 | $10.00 | 1,476,471 | I See Footnote | — | — | (F4) Represents 1,000,000 shares of the Issuer's Class A Common Stock acquired pursuant to a subscription agreement by and among SRAC PIPE Partners LLC, the Issuer and Momentus; and 300,000 shares of the Issuer's Class A Common Stock acquired pursuant to a subscription agreement by and among Stable Road Capital LLC, the Issuer and Momentus (F3) Stable Road Capital LLC is the managing member (the "Managing Member") of SRAC PIPE Partners LLC. Edward Freedman is the sole member of the Managing Member. As such, the reporting person may be deemed to possess beneficial ownership of the securities held directly by SRAC PIPE Partners LLC. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 4 | Derivative | Class B Common Stock | 2021-08-12 | C | D | 3,886,029 | — | 0 | I See Footnote | — · — to — | 3,886,029 Class A Common Stock | (F1) As described in the Issuer's registration statement on Form S-1 (File No. 333-233980) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. On August 12, 2021, the Issuer completed its initial business combination (the "Business Combination") with Momentus Inc., a Delaware corporation ("Momentus"). In connection with the Business Combination, each share of Class B common stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock (F2) Brian Kabot, Juan Manuel Quiroga and Edward Freedman are the managers of SRC-NI Holdings LLC (the "Sponsor") and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of them may be deemed to share beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 5 | Derivative | Class B Common Stock | 2021-08-12 | C | D | 176,471 | — | 0 | I See Footnote | — · — to — | 176,471 Class A Common Stock | (F1) As described in the Issuer's registration statement on Form S-1 (File No. 333-233980) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. On August 12, 2021, the Issuer completed its initial business combination (the "Business Combination") with Momentus Inc., a Delaware corporation ("Momentus"). In connection with the Business Combination, each share of Class B common stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock (F3) Stable Road Capital LLC is the managing member (the "Managing Member") of SRAC PIPE Partners LLC. Edward Freedman is the sole member of the Managing Member. As such, the reporting person may be deemed to possess beneficial ownership of the securities held directly by SRAC PIPE Partners LLC. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. |
| 6 | Derivative | Class B Common Stock | 2021-08-12 | J | D | 250,000 | — | 3,886,029 | I See Footnote | — · — to — | 250,000 Class A Common Stock | (F5) Represents shares of Class B common stock relinquished and forfeited by the Sponsor upon the closing of the Business Combination pursuant to a settlement agreement with the Securities and Exchange Commission. (F2) Brian Kabot, Juan Manuel Quiroga and Edward Freedman are the managers of SRC-NI Holdings LLC (the "Sponsor") and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of them may be deemed to share beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (F1) As described in the Issuer's registration statement on Form S-1 (File No. 333-233980) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. On August 12, 2021, the Issuer completed its initial business combination (the "Business Combination") with Momentus Inc., a Delaware corporation ("Momentus"). In connection with the Business Combination, each share of Class B common stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock |