Hiroshi Mikitani - Oct 10, 2024 Form 4 Insider Report for AST SpaceMobile, Inc. (ASTS)

Role: Director, 10%+ Owner
Signature: /s/ Hiroshi Mikitani
Stock symbol: ASTS
Transactions as of: Oct 10, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/10/2024, 04:16 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ASTS	Class A Common Stock	Award		+28.5M	+1140.81%		31M	Oct 10, 2024	See Footnote	F1, F2, F3

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
transaction	ASTS	Common Units	Disposed to Issuer		-28.5M	-100%		0	Oct 10, 2024	Class A Common Stock	28.5M		See Footnote	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
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.