Sec Form 3 Filing - AMERICAN TOWER CORP /MA/ @ AST SpaceMobile, Inc. - 2021-04-16

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person AMERICAN TOWER CORP /MA/ 2. Issuer Name and Ticker or Trading Symbol AST SpaceMobile, Inc. [ ASTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Member of 10% owner group (Last) (First) (Middle) 116 HUNTINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 04/16/2021 (Street) BOSTON, MA02116 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 2,500,000 I See Explanation of Responses ( 1 ) Class B Common Stock 2,170,657 I See Explanation of Responses ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Common Units ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 2,170,657 I See Explanation of Responses ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AMERICAN TOWER CORP /MA/ 116 HUNTINGTON AVENUE BOSTON, MA02116 Member of 10% owner group ATC TRS II LLC 116 HUNTINGTON AVENUE BOSTON, MA02116 Member of 10% owner group Signatures /s/ Michael McCormack, By: Michael McCormack, Authorized Person, American Tower Corporation 04/26/2021 Signature of Reporting Person Date /s/ Michael McCormack, By: Michael McCormack, Authorized Person, ATC TRS II LLC 04/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )ATC TRS II LLC ("TRS II"), a wholly-owned subsidiary of American Tower Corporation (together with TRS II, the "Reporting Persons"), directly holds (i) 2,500,000 shares of Class A Common Stock ("Class A Shares") of AST SpaceMobile, Inc. (the "Issuer") and (ii) 2,170,657 common units (the "Common Units") of AST & Science LLC ("AST LLC") and an equal number of Class B Common Stock ("Class B Shares") of the Issuer. ( 2 )The Common Units, together with an equal number of Class B Shares, may be redeemed by the Reporting Person at any time on or after April 6, 2022 for Class A Shares on a one-to-one basis. The Common Units do not expire.

Remarks: The Reporting Persons may be deemed to be members of a group (for purposes of Rule 13d-3 under the Exchange Act) with the other stockholders of the Issuer party to the Stockholders' Agreement, dated April 6, 2021, filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2021. The Reporting Persons disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein.The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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