Ulrich Gall - Jul 18, 2024 Form 4 Insider Report for Astra Space, Inc. (ASTR)

Role
Other*
Signature
/s/ Ulrich Gall
Stock symbol
ASTR
Transactions as of
Jul 18, 2024
Transactions value $
-$201,334
Form type
4
Date filed
7/19/2024, 04:01 PM
Previous filing
Mar 18, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ASTR Class A Common Stock Other -$1.33K -2.67K -100% $0.50 0 Jul 18, 2024 Direct 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 ASTR Convertible Notes Other -$200K 0 Jul 18, 2024 Class A Common Stock 248K $0.81 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id Content
F1 On July 18, 2024, Apogee Parent, Inc. ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Apogee Merger Sub, a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of March 7, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").
F2 In connection with the consummation of the Merger and pursuant to the Merger Agreement, such shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") were automatically canceled and converted into the right to receive $0.50 per share in cash, without interest.
F3 On March 8, 2024, the Reporting Person purchased convertible notes, aggregate principal amount $200,000, from the issuer (the "Convertible Notes") at an initial conversion price of $0.808 per share and accrued interest payable in kind. Upon consummation of the Merger and pursuant to a noteholder conversion agreement entered into, and in connection with, the Merger, such Convertible Notes (including accrued interest thereon) were converted into newly issued shares of Series A preferred stock, par value $0.0001 per share, of Parent at a price per share of $0.404 per share.

Remarks:

The Reporting Person, together with Adam London, Chris Kemp, Chris Kemp Living Trust dated February 10, 2021, SherpaVentures Fund II, LP, SherpaVentures Fund II GP, LLC, Eagle Creek Capital, LLC, Scott Stanford, Astera Institute, RBH Ventures Astra SPV, LLC, JMCM Holdings LLC, Baldo Fodera, Alexander Morcos, MH Orbit LLC and ERAS Capital LLC (the "Selected Investors") may comprise a group within the meaning of Section 13(d)(3) of the Exchange Act that collectively beneficially owns greater than 10% of the registered securities of the Issuer. The Reporting Person expressly disclaims beneficial ownership over the shares beneficially owned by the Selected Investors.