Sec Form 4 Filing - JANA PARTNERS LLC @ BlackSky Technology Inc. - 2022-09-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
JANA PARTNERS LLC
2. Issuer Name and Ticker or Trading Symbol
BlackSky Technology Inc. [ BKSY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
(See Remarks)
(Last) (First) (Middle)
767 FIFTH AVENUE, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/09/2022
(Street)
NEW YORK, NY10153
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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, par value $0.0001 per share 09/09/2022 A( 1 ) 69,767 A $ 0 2,950,908 I See footnotes( 2 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JANA PARTNERS LLC
767 FIFTH AVENUE
8TH FLOOR
NEW YORK, NY10153
X (See Remarks)
Signatures
/s/ JANA Partners LLC, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer 09/13/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are restricted stock units (RSUs) granted to David DiDomenico, a director of the Issuer and a partner of JANA Partners LLC ("JANA"), a private money management firm and are held by him for the benefit of JANA or have been, or will be, transferred directly to JANA or its affiliate. Each RSU represents a contingent right to receive one share of Class A Common Stock. The RSUs are granted pursuant to the BlackSky Technology Inc. 2021 Equity Incentive Plan which vest in full upon the earlier of the one (1) year anniversary of the award date or the day prior to the Issuer's next annual meeting of the stockholders and in each case subject to David DiDomenico remaining a director through each vesting date.
( 2 )JANA beneficially owns the securities reported herein through various accounts under its management and control. Barry Rosenstein is the Managing Partner of JANA. JANA and Barry Rosenstein each disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of their respective pecuniary interest therein.

Remarks:
David DiDomenico is a partner of JANA. JANA may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. DiDomenico currently serves on the board of directors of the Issuer.

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