Sec Form 3 Filing - Vodafone Ventures Ltd @ AST SpaceMobile, Inc. - 2021-04-06

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 Vodafone Ventures Ltd 2. Issuer Name and Ticker or Trading Symbol AST SpaceMobile, Inc. [ ASTS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) VODAFONE HOUSE, THE CONNECTION 3. Date of Earliest Transaction (MM/DD/YY) 04/06/2021 (Street) NEWBURY, BERKSHIRE, X0RG14 2FN 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 ( 1 ) 1,000,000 D Class B Common Stock ( 1 ) 9,044,454 D

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 ( 1 ) ( 1 ) ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 9,044,454 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vodafone Ventures Ltd VODAFONE HOUSE, THE CONNECTION NEWBURY, BERKSHIRE, X0RG14 2FN X VODAFONE GROUP PUBLIC LTD CO VODAFONE HOUSE, THE CONNECTION NEWBURY, BERKSHIRE, X0RG14 2FN X Signatures /s/ Edward Verner, M&A Executive, Vodafone Ventures Limited 04/16/2021 Signature of Reporting Person Date /s/ Rosemary Martin, Group General Counsel and Company Secretary, Vodafone Group Plc 04/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 1,000,000 shares of Class A Common Stock, 9,044,454 shares of Class B Common Stock and 9,044,454 AST Common Units (as defined below), as applicable, in each case indirectly owned by Vodafone Group Plc and directly owned by its wholly-owned subsidiary Vodafone Ventures Limited. In connection with the closing of the business combination between New Providence Acquisition Corp. (now known as AST SpaceMobile, Inc., the "Issuer") and AST & Science LLC ("AST OpCo") 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 OpCo, the Issuer, as the managing member of AST OpCo, and other members of AST OpCo ("A&R Operating Agreement"), each existing limited liability company common unit previously issued by AST OpCo (excluding specified incentive units) was reclassified and reissued by AST OpCo as new AST Common Units (the "AST Common Units") on a 1-to-14.50149869 basis. In addition, on April 6, 2021, each holder 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. ( 2 )From and after April 6, 2022, the Reporting Persons may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, at the election of the Issuer (in the Issuer's capacity as managing member of AST OpCo), under certain circumstances, a cash payment based on the value of Class A Common Stock, in accordance with the A&R Operating Agreement. The AST Common Units do not expire.

Remarks: The Reporting Persons may be deemed to be members of a group for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns more than 10% of the Class A Common Stock of the Issuer. The Reporting Persons expressly disclaim beneficial ownership of any securities of the Issuer owned by any persons other than the Reporting Persons.

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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