Jeffrey H. Foster - May 31, 2023 Form 4 Insider Report for Pegasus Digital Mobility Acquisition Corp. (PGSS)

Role: Director
Signature: /s/ Heath D. Linsky as attorney-in-fact for Jeffrey H. Foster
Stock symbol: PGSS
Transactions as of: May 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/2/2023, 03:00 PM
Previous filing: Apr 5, 2023
Next filing: Jun 8, 2023

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	PGSS	Class B Ordinary Shares, par value 0.0001 per share	Other		-25.4K	-45.19%		30.8K	May 31, 2023	Class AOrdinaryShares,parvalue0.0001pershare	25.4K		Direct	F1, F2
transaction	PGSS	Ordinary Share Warrants (right to buy)	Other		+118K			118K	May 31, 2023	Class AOrdinaryShares,parvalue0.0001pershare	118K	$11.50	Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares") have no expiration date and (i) are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), ofPegasus Digital Mobility Acquisition Corp. (the "Issuer") at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initialbusiness combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (FileNo. 333-259860) (the "Registration Statement").
F2	In connection with the announcement of the business combination of Pegasus Digital Mobility Acquisition Corp. with Gebr. Schmid GmbH, and pursuant to a related sponsor agreement dated May 31, 2023 (the "Sponsor Agreement") by and among the directors and officers of the Issuer and Pegasus Digital Mobility Sponsor LLC, among others, an aggregate of 25,417 Class B Shares have been provided by Jeffrey H. Foster for no additional consideration to use in negotiations of non-redemption agreements with certain holders of Pegasus Class A Shares, as well as to enter into additional PIPE subscription agreements. Any such shares not used for this purpose shall be cancelled at the time of the closing of the initial business combination.
F3	Pursuant to a warrant grant agreement among the Sponsor and the directors and officers of the Issuer dated May 31, 2023, the Sponsor agreed to transfer a certain number of warrants to the individual directors and officers of the Issuer for no additional consideration.
F4	Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the RegistrationStatement. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initialbusiness combination or earlier upon redemption or the Issuer's liquidation, as described in the Registration Statement.