Sec Form 4 Filing - Cisneros Adriana @ AST SpaceMobile, Inc. - 2021-08-18

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 Cisneros Adriana 2. Issuer Name and Ticker or Trading Symbol AST SpaceMobile, Inc. [ ASTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 700 NW 1ST AVENUE, SUITE 1700 3. Date of Earliest Transaction (MM/DD/YY) 08/18/2021 (Street) MIAMI, FL33136 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 08/18/2021 P 3,400 A $ 8.525 3,400 D Class A Common Stock 200,000 ( 1 ) ( 2 ) I By Company Class B Common Stock 9,932,541 ( 2 ) ( 3 ) I By Company Class A Common Stock 5,600 ( 2 ) I By Spouse

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 AST Common Units ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 9,932,541 9,932,541 ( 2 ) I By Company

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cisneros Adriana 700 NW 1ST AVENUE, SUITE 1700 MIAMI, FL33136 X Signatures /s/ Adriana Cisneros 08/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to that certain Subscription Agreement, dated as of December 15, 2020, between the Issuer and Invesat LLC, Invesat LLC acquired 200,000 shares of Class A common stock of the Issuer for an aggregate purchase price of $2,000,000, as an investor in the private investment in public equity investment (a "PIPE Investment") in the Issuer occurring substantially concurrently with the closing of the business combination between New Providence Acquisition Corp. and AST & Science, LLC ("AST") on April 6, 2021. The Reporting Person may be deemed to beneficially own such securities in her capacity as President of Invesat LLC. ( 2 )The Reporting Person disclaims beneficial ownership of these shares, except to the extent of her pecuniary interest therein. ( 3 )In connection with the closing of the business combination between New Providence Acquisition Corp. and AST on April 6, 2021, pursuant to the Fifth Amended & Restated Limited Liability Company Operating Agreement of AST & Science, LLC, dated as of April 6, 2021, by and among AST, the Issuer, as the managing member of AST and the other members of AST (the "A&R Operating Agreement"), each existing limited liability company common unit previously issued by AST was reclassified and reissued by AST into new "Common Units" (the "AST Common Units") on a 1-to-14.50149869 basis. In addition, each equityholder of AST Common Units received an equivalent number of shares of non-economic Class B common stock of the Issuer or Class C common stock of the Issuer, as applicable. ( 4 )The securities reported in this line item represent AST Common Units. At any time on or after April 6, 2022, these AST Common Units may be redeemed by the Reporting Person in exchange for shares of Class A common stock of the Issuer on a one-to-one basis. When a holder of Class B common stock of the Issuer exchanges AST Common Units for shares of Class A common stock of the Issuer, a number of shares of Class B common stock of the Issuer equal to the number of such AST Common Units will be immediately retired by the Issuer and will no longer be outstanding. The AST Common Units do not expire.

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).

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