| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ASTR | Class A Common Stock | Other | -$35.1K | -70.3K | -35.25% | $0.50 | 129K | Jul 18, 2024 | See footnote | F1, F2, F10 |
| transaction | ASTR | Class A Common Stock | Other | -129K | -100% | 0 | Jul 18, 2024 | See footnote | F1, F3, F10 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ASTR | Senior Secured Convertible Notes due 2025 | Other | -$10.5M | 0 | Jul 18, 2024 | Class A Common Stock | 11.9M | $0.81 | See footnote | F1, F4, F6, F11 | |||
| transaction | ASTR | Senior Secured Convertible Notes due 2025 | Other | -$4.24M | 0 | Jul 18, 2024 | Class A Common Stock | 4.95M | $0.81 | See footnote | F1, F5, F6, F12 | |||
| transaction | ASTR | Warrants | Other | -1.5M | -100% | 0 | Jul 18, 2024 | Class A Common Stock | 1.5M | $0.81 | See footnote | F1, F7, F9, F11 | ||
| transaction | ASTR | Warrants | Other | -3.1M | -100% | 0 | Jul 18, 2024 | Class A Common Stock | 3.1M | $0.81 | See footnote | F1, F7, F9, F11 | ||
| transaction | ASTR | Warrants | Other | -1.08M | -100% | 0 | Jul 18, 2024 | Class A Common Stock | 1.08M | $0.81 | See footnote | F1, F7, F9, F11 | ||
| transaction | ASTR | Warrants | Other | -1.73M | -100% | 0 | Jul 18, 2024 | Class A Common Stock | 1.73M | $0.81 | See footnote | F1, F8, F9, F12 |
Alexander Morcos is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On July 18, 2024, Apogee Parent, Inc. ("Parent") acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent, and Apogee Merger Sub, a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of March 7, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). |
| F2 | In connection with the consummation of the Merger and pursuant to the Merger Agreement, these shares of Class A Common Stock were automatically canceled and converted into the right to receive $0.50 per share in cash, without interest. |
| F3 | Pursuant to an equity commitment letter entered into in connection with, and effective upon, the Merger, these shares of Class A Common Stock were converted into newly issued shares of Series A preferred stock, par value $0.0001 per share, of Parent (the "Parent Series A Preferred Stock"). |
| F4 | Pursuant to a noteholder conversion agreement entered into in connection with, and effective upon, the Merger, these Senior Secured Convertible Notes due 2025 (the "Convertible Notes") (including accrued interest thereon) were converted into 25,934,658 newly issued shares of Parent Series A Preferred Stock at a conversion rate of $0.404. |
| F5 | Pursuant to a noteholder conversion agreement entered into in connection with, and effective upon, the Merger, these Convertible Notes (including accrued interest thereon) were converted into 10,501,609 newly issued shares of Parent Series A Preferred Stock at a conversion rate of $0.404. |
| F6 | The holders of the Convertible Notes had the right to, at their option, prior to maturity, convert all or any portion of the outstanding amount of the Convertible Notes, including accrued paid-in-kind interest thereon, subject to certain limitations, into shares of Class A Common Stock, at an initial conversion rate of 1,237.6238 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $0.808 per share of Class A Common Stock. The conversion rate was subject to adjustment in accordance with the terms of the Convertible Notes and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization, or other similar transactions. |
| F7 | Pursuant to a warrant exchange agreement entered into in connection with, and effective upon, the Merger, such warrants were converted into 5,684,354 warrants to purchase shares of Parent Series A Preferred Stock at an exercise price of $0.404. |
| F8 | Pursuant to a warrant exchange agreement entered into in connection with, and effective upon, the Merger, such warrants were converted into 1,732,673 warrants to purchase shares of Parent Series A Preferred Stock at an exercise price of $0.404. |
| F9 | These warrants were exercisable. |
| F10 | These shares of Class A Common Stock were managed by Baldo Fodera ("Mr. Fodera") for the benefit of Alexander Morcos ("Mr. Morcos"), entities owned by Mr. Morcos, and a private charitable foundation. Each of Mr. Morcos and Mr. Fodera disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| F11 | These securities were held directly by JMCM Holdings LLC ("JMCM"). Mr. Morcos and Mr. Fodera are co-managers of JMCM, and Mr. Morcos is the sole member. Each of Mr. Morcos and Mr. Fodera disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
| F12 | These securities were held directly by MH Orbit LLC. Mr. Morcos and Mr. Fodera are co-managers of MH Orbit LLC, and Mr. Morcos is the sole member. Each of Mr. Morcos and Mr. Fodera disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
In connection with the Agreement and Plan of Merger, dated as of March 7, 2024, by and among the Issuer, Apogee Parent Inc., and Apogee Merger Sub Inc., the Reporting Persons entered certain agreements and arrangements with other shareholders of the Issuer and, accordingly, may have been deemed to be members of a "group," as such term is defined in Section 13(d)(3) of the Act and Rule 13d-5 thereunder, with such other shareholders of the Issuer which, collectively may have been deemed to beneficially own approximately more than 10% of the shares of the Issuer's Class A Common Stock outstanding. Upon completion of the Merger, the Reporting Persons ceased to be deemed members of such "group."