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

Source evidence Original filing metadata and source links for verification. 3 source fields
SEC form
4
Accepted by SEC
30 Jan 2023, 20:11:17 UTC
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Klaus Kleinfeld

Key filing fact

Klaus Kleinfeld filed Form 4 for Constellation Acquisition Corp I (CSTAF) on 30 Jan 2023.

Key facts

  • This page summarizes Klaus Kleinfeld's Form 4 filing for Constellation Acquisition Corp I (CSTAF).
  • 2 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 30 Jan 2023, 20:11.

Change

  • No earlier filing in this sequence is available for direct comparison.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CSTA transaction Derivative

Private Placement Warrant

Sale

Transaction value
Shares
-1,530,511
Change %
-100%
Price
Shares after
0
Date
26 Jan 2023
Ownership
By Kleinfeld Constellation Investment LLC
Underlying class
Class A Ordinary Shares
Underlying amount
1,530,511
Exercise price
Footnotes
F1, F2, F3
CSTA transaction Derivative

Private Placement Warrant

Sale

Transaction value
Shares
-77,789
Change %
-100%
Price
Shares after
0
Date
26 Jan 2023
Ownership
Direct
Underlying class
Class A Ordinary Shares
Underlying amount
77,789
Exercise price
Footnotes
F2, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Klaus Kleinfeld is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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

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