Ranch Legacy Trust - May 1, 2024 Form 3 Insider Report for CONX Corp. (CONX)

Role: 10%+ Owner
Signature: Robert J. Hooke /s/ Robert J. Hooke
Stock symbol: CONX
Transactions as of: May 1, 2024
Transactions value $: $0
Form type: 3
Date filed: 5/3/2024, 05:11 PM

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	CONX	Series A Preferred Stock							May 1, 2024	Class A Common Stock	17.4M		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	The shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") were purchased by GST-Exempt Ranch Legacy Trust (the "Trust") on May 1, 2024, pursuant to a forward contract entered into on November 1, 2023 that was subsequently assigned to the Trust by Charles W. Ergen. On the tenth trading day following the date on which the volume-weighted average price for the Issuer's Class A common stock over any twenty trading days within any preceding thirty consecutive trading day period is greater than or equal to $11.50, each share of Series A Preferred Stock will mandatorily be converted into shares of the Issuer's Class A common stock on a one-for-one basis, subject to certain adjustments.
F2	The securities are held directly by the Trust. Centennial Fiduciary Management LLC (the "Trustee") is the trustee of the Trust and Robert J. Hooke is the trust officer of the Trustee. Each Reporting Person is filing this Form 3 solely in its position as trustee of the Trust or trust officer of the Trustee, respectively, and disclaims beneficial ownership over any securities owned by the Trust other than to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

Content

The shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") were purchased by GST-Exempt Ranch Legacy Trust (the "Trust") on May 1, 2024, pursuant to a forward contract entered into on November 1, 2023 that was subsequently assigned to the Trust by Charles W. Ergen. On the tenth trading day following the date on which the volume-weighted average price for the Issuer's Class A common stock over any twenty trading days within any preceding thirty consecutive trading day period is greater than or equal to $11.50, each share of Series A Preferred Stock will mandatorily be converted into shares of the Issuer's Class A common stock on a one-for-one basis, subject to certain adjustments.

The securities are held directly by the Trust. Centennial Fiduciary Management LLC (the "Trustee") is the trustee of the Trust and Robert J. Hooke is the trust officer of the Trustee. Each Reporting Person is filing this Form 3 solely in its position as trustee of the Trust or trust officer of the Trustee, respectively, and disclaims beneficial ownership over any securities owned by the Trust other than to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.