Edward K. Freedman - Aug 12, 2021 Form 4 Insider Report for Momentus Inc. (MNTSW)

Role
10%+ Owner
Signature
/s/ Edward K. Freedman
Stock symbol
MNTSW
Transactions as of
Aug 12, 2021
Transactions value $
$13,000,000
Form type
4
Date filed
8/23/2021, 10:58 AM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MNTSW Class A Common Stock Conversion of derivative security $0 +3.89M +785.06% $0.00 4.38M Aug 12, 2021 See Footnote F1, F2
transaction MNTSW Class A Common Stock Conversion of derivative security $0 +176K $0.00 176K Aug 12, 2021 See Footnote F1, F3
transaction MNTSW Class A Common Stock Purchase $13M +1.3M +736.66% $10.00* 1.48M Aug 12, 2021 See Footnote F3, F4

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 MNTSW Class B Common Stock Other -250K -6.04% 3.89M Aug 12, 2021 Class A Common Stock 250K See Footnote F1, F2, F5
transaction MNTSW Class B Common Stock Conversion of derivative security -3.89M -100% 0 Aug 12, 2021 Class A Common Stock 3.89M See Footnote F1, F2
transaction MNTSW Class B Common Stock Conversion of derivative security -176K -100% 0 Aug 12, 2021 Class A Common Stock 176K See Footnote F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Edward K. Freedman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As described in the Issuer's registration statement on Form S-1 (File No. 333-233980) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. On August 12, 2021, the Issuer completed its initial business combination (the "Business Combination") with Momentus Inc., a Delaware corporation ("Momentus"). In connection with the Business Combination, each share of Class B common stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock
F2 Brian Kabot, Juan Manuel Quiroga and Edward Freedman are the managers of SRC-NI Holdings LLC (the "Sponsor") and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of them may be deemed to share beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F3 Stable Road Capital LLC is the managing member (the "Managing Member") of SRAC PIPE Partners LLC. Edward Freedman is the sole member of the Managing Member. As such, the reporting person may be deemed to possess beneficial ownership of the securities held directly by SRAC PIPE Partners LLC. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
F4 Represents 1,000,000 shares of the Issuer's Class A Common Stock acquired pursuant to a subscription agreement by and among SRAC PIPE Partners LLC, the Issuer and Momentus; and 300,000 shares of the Issuer's Class A Common Stock acquired pursuant to a subscription agreement by and among Stable Road Capital LLC, the Issuer and Momentus
F5 Represents shares of Class B common stock relinquished and forfeited by the Sponsor upon the closing of the Business Combination pursuant to a settlement agreement with the Securities and Exchange Commission.