Abel Avellan - Nov 20, 2024 Form 4 Insider Report for AST SpaceMobile, Inc. (ASTS)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Abel Avellan
Stock symbol
ASTS
Transactions as of
Nov 20, 2024
Transactions value $
$0
Form type
4
Date filed
11/20/2024, 09:45 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 ASTS Forward contract (obligation to sell) Other +2.5M 2.5M Nov 20, 2024 Class A Common Stock 2.5M See Footnote F1, F2, F3, F4, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 20, 2024, AA Gables, LLC ("AA Gables") entered into a master confirmation, supplemental confirmation and pricing notice under Rule 144 under the Securities Act of 1933, as amended, in respect of a variable prepaid forward transaction (the "Forward Contract") with an unaffiliated dealer covering up to a maximum of 2,500,000 shares of the Issuer's Class A Common Stock (the "Subject Shares"). The Forward Contract obligates AA Gables to deliver to the dealer up to the Subject Shares (or at AA Gable's election, an equivalent amount of cash) on specified dates in January of 2026. The transaction is divided into four components, each comprising up to 625,000 shares of Class A Common Stock (the "Component Shares").
F2 (Continued from Footnote 1) The number of Component Shares (or the equivalent amount of cash if AA Gables elects cash settlement), to be delivered to the dealer on the related settlement date will be based on the volume-weighted average price per share of Class A Common Stock on the related valuation date (the "Settlement Price").
F3 The number of shares of Class A Common Stock (or, in each case, the equivalent amount of cash if AA Gables elects cash settlement), to be delivered to the dealer at settlement will be determined as follows: (A) if the Settlement Price is less than or equal to $18.24 (the "Floor Price"), AA Gables will deliver the Component Shares; (B) if the Settlement Price is less than or equal to $34.20 (the "Cap Price"), but greater than the Floor Price, AA Gables will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and
F4 (Continued from Footnote 3) (C) if the Settlement Price is greater than the Cap Price, AA Gables will deliver a number of shares of Class A Common Stock equal to (i) the Component Shares, multiplied by (ii) a fraction, the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and the denominator of which is the Settlement Price.
F5 In exchange for assuming these obligations, AA Gables received an upfront aggregate cash payment of approximately $42.0 million. AA Gables has pledged 2,500,000 common units of AST & Science, LLC (the "Pledged Securities") to secure its obligations under the Forward Contract. AA Gables will retain voting rights in the Pledged Securities during the term of the Forward Contract.
F6 Mr. Avellan is the sole member and managing member of AA Gables.