Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)*
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NextNav Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
65345N106 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 65345N106 |
| 1 | Names of Reporting Persons
OSI Capital Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,260,166.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 13,235,166 shares of common stock, par value $0.0001 per share ("Common Stock"), and (ii) 25,000 warrants ("Warrants") that are exercisable for 25,000 shares of Common Stock ("Warrant Shares"), all of which are directly held by Black Feathers, L.P. ("Black Feathers"). The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The percent of class is based upon 134,829,088 shares of Common Stock outstanding as of November 3, 2025 according to the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2025.
SCHEDULE 13G
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| CUSIP No. | 65345N106 |
| 1 | Names of Reporting Persons
Black Feathers, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BERMUDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,260,166.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 13,235,166 shares of Common Stock and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The percent of class is based upon 134,829,088 shares of Common Stock outstanding as of November 3, 2025 according to the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2025.
SCHEDULE 13G
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| CUSIP No. | 65345N106 |
| 1 | Names of Reporting Persons
Edward Neil Halliday | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,260,166.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 13,235,166 shares of Common Stock and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The percent of class is based upon 134,829,088 shares of Common Stock outstanding as of November 3, 2025 according to the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2025.
SCHEDULE 13G
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| CUSIP No. | 65345N106 |
| 1 | Names of Reporting Persons
Tivin Turchiaro | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,260,166.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 13,235,166 shares of Common Stock and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The percent of class is based upon 134,829,088 shares of Common Stock outstanding as of November 3, 2025 according to the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2025.
SCHEDULE 13G
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| CUSIP No. | 65345N106 |
| 1 | Names of Reporting Persons
Roderick M. Forrest | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,260,166.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number of shares beneficially owned consists of (i) 13,235,166 shares of Common Stock and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026. The percent of class is based upon 134,829,088 shares of Common Stock outstanding as of November 3, 2025 according to the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission on November 6, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NextNav Inc. | |
| (b) | Address of issuer's principal executive offices:
11911 Freedom Dr., Ste. 200, Reston, Virginia 20190 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 2 (this "Amendment") to the Schedule 13G originally filed on May 26, 2023, as amended by Amendment No. 1 filed on February 13, 2024, is jointly filed by: 1. OSI Capital Management LLC ("OSI"), as the general partner of Black Feathers, L.P. ("Black Feathers"), with respect to the shares of Common Stock of NextNav Inc. (the "Issuer") directly held by Black Feathers; 2. Black Feathers with respect to the shares of Common Stock of the Issuer directly held by Black Feathers; 3. Edward Neil Halliday ("Halliday"), as a manager of OSI, the general partner of Black Feathers, with respect to the shares of Common Stock directly held by Black Feathers; 4. Tivin Turchiaro ("Turchiaro"), as a manager of OSI, the general partner of Black Feathers, with respect to the shares of Common Stock directly held by Black Feathers; and 5. Roderick M. Forrest ("Forrest" and collectively with Halliday and Turchiaro, the "OSI Managers"), as a manager of OSI, the general partner of Black Feathers, with respect to the shares of Common Stock directly held by Black Feathers. OSI, Black Feathers and the OSI Managers are hereinafter collectively referred to as the "Reporting Persons". The Reporting Persons are filing this Amendment jointly, but not as members of a group, and each disclaims membership in a group. | |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is: c/o OSI Capital Management LLC 'Victoria Place' 31 Victoria Street Hamilton, HM 10 Bermuda | |
| (c) | Citizenship:
OSI is a Delaware limited liability company. Black Feathers is a Bermuda limited partnership. Halliday and Forrest are citizens of the United Kingdom. Turchiaro is a citizen of Canada. | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
65345N106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
OSI, as the general partner of Black Feathers, and the OSI Managers, as the managers of OSI, may be deemed to beneficially own the shares of Common Stock directly held by Black Feathers. OSI, as the general partner of Black Feathers, and the OSI Managers, as managers of OSI, have the shared power to vote, or to direct the vote of, and to dispose of, or to direct the disposition of, the shares of Common Stock directly held by Black Feathers. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to beneficially own the shares of Common Stock directly held by Black Feathers. The filing of this Amendment shall not be construed as an admission that OSI or any OSI Manager is, for purposes of Section 13(d) or 13(g) of the Act, a beneficial owner of any of the shares of Common Stock covered by this Amendment. Each of the Reporting Persons may be deemed to beneficially own the 13,260,166 shares of Common Stock directly held by Black Feathers, which consist of (i) 13,235,166 shares of Common Stock and (ii) 25,000 warrants that are exercisable for 25,000 shares of Common Stock. | |
| (b) | Percent of class:
9.8% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
13,260,166 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
13,260,166 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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