Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
holding | NN | Common Stock | 12.6M | May 19, 2023 | See Footnote | F1, F2 |
Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
holding | NN | Warrants | May 19, 2023 | Common Stock | 25K | $11.50 | See Footnote | F1, F3 |
Id | Content |
---|---|
F1 | 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. |
F2 | 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. |
F3 | 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.