OSI Capital Management LLC - May 19, 2023 Form 3 Insider Report for NEXTNAV INC. (NN)

Role
10%+ Owner
Signature
OSI Capital Management LLC, By: /s/ Edward Neil Halliday, Name: Edward Neil Halliday, Title: Manager
Stock symbol
NN
Transactions as of
May 19, 2023
Transactions value $
$0
Form type
3
Date filed
5/26/2023, 05:01 PM
Next filing
Aug 24, 2023

Transactions Table

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

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

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
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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.

Remarks:

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.