Charles W. Ergen - May 1, 2024 Form 4 Insider Report for CONX Corp. (CONX)

Role
Chairman, Director, 10%+ Owner
Signature
Charles W. Ergen, /s/ Kyle Jason Kiser, as attorney-in-fact
Stock symbol
CONX
Transactions as of
May 1, 2024
Transactions value $
$17,000,000
Form type
4
Date filed
5/3/2024, 05:14 PM
Previous filing
Apr 3, 2024
Next filing
May 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CONX Class A Common Stock Conversion of derivative security +18.8M 18.8M May 1, 2024 See footnotes 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
transaction CONX Class B Common Stock Conversion of derivative security -18.8M -100% 0 May 1, 2024 Class A Common Stock 18.8M See footnotes F1, F2
transaction CONX Private Placement Warrant Award $17M +11.3M $1.50 11.3M May 1, 2024 Class A Common Stock 11.3M $11.50 See footnotes F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 1, 2024, the Issuer consummated its business combination. The Issuer's shares of Class B common stock, par value $0.0001 per share, were automatically converted into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the closing of the business combination, on a one-for-one basis.
F2 The securities are held directly by nXgen Opportunities, LLC (the "Sponsor"). Charles W. Ergen controls the Sponsor. Each Reporting Person disclaims beneficial ownership over any securities owned by the Sponsor 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.
F3 The private placement warrants were purchased by the Sponsor on October 29, 2020. Each private placement warrant is exercisable to purchase one share of the Issuer's Class A common stock at a price of $11.50 per share, subject to adjustment, and becomes exercisable 30 days after the consummation of the business combination, which occurred on May 1, 2024, and expires five years after the consummation of the business combination or earlier upon redemption or liquidation.