Klaus Kleinfeld - Jan 26, 2023 Form 4 Insider Report for Constellation Acquisition Corp I (CSTA)

Role
Chief Executive Officer, Director
Signature
/s/ Klaus Kleinfeld
Stock symbol
CSTA
Transactions as of
Jan 26, 2023
Transactions value $
$0
Form type
4
Date filed
1/30/2023, 08:11 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
transaction CSTA Private Placement Warrant Sale -1.53M -100% 0 Jan 26, 2023 Class A Ordinary Shares 1.53M By Kleinfeld Constellation Investment LLC F1, F2, F3
transaction CSTA Private Placement Warrant Sale -77.8K -100% 0 Jan 26, 2023 Class A Ordinary Shares 77.8K Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Klaus Kleinfeld is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to that certain Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Issuer and the undersigned parties thereto, Kleinfeld Constellation Investment, LLC acquired from the Issuer 1,530,511 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $2,295,766.50, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021 (the "Registration Statement"). On January 26, 2023, the Reporting Person transferred the 1,530,511 Private Placement Warrants to Constellation Sponsor LP, an affiliate of the Issuer.
F2 Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
F3 The Reporting Person controls Kleinfeld Constellation Investment LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F4 On March 18, 2022, the Reporting Person acquired 77,789 Private Placement Warrants from Niklas Einsfeld. On January 26, 2023, the Reporting Person transferred the 77,789 Private Placement Warrants to Constellation Sponsor LP, an affiliate of the Issuer.

Remarks:

The Reporting Person controls Kleinfeld Constellation Investment, LLC, which is a non-controlling shareholder of Constellation Sponsor GmbH & Co. KG (the "Sponsor") and the Reporting Person does not otherwise have or share investment control over any securities held by the Sponsor. Accordingly, pursuant to Rule 16a-1(a)(2)(iii), the Reporting Person is not deemed to be the beneficial owner of any of the securities held by the Sponsor