Sec Form 3 Filing - Morcos Alexander @ Astra Space, Inc. - 2024-03-07

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 Morcos Alexander 2. Issuer Name and Ticker or Trading Symbol Astra Space, Inc. [ ASTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) C/O JMCM HOLDINGS LLC, 450 LEXINGTON AVENUE, 38TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2024 (Street) NEW YORK, NY10017 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 199,399 I See footnote ( 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 Senior Secured Convertible Notes due 2025 $ 0.808 ( 2 )( 3 ) 11/15/2025 Class A Common Stock 11,944,715 I See footnote ( 4 ) Senior Secured Convertible Notes due 2025 $ 0.808 ( 2 )( 3 ) 11/15/2025 Class A Common Stock 4,950,495 I See footnote ( 5 ) Warrants $ 0.808 ( 3 )( 6 ) 08/04/2028 Class A Common Stock 1,500,000 I See footnote ( 4 ) Warrants $ 0.808 ( 3 )( 6 ) 11/06/2028 Class A Common Stock 3,101,433 I See footnote ( 4 ) Warrants $ 0.808 ( 3 )( 6 ) 11/13/2028 Class A Common Stock 1,082,921 I See footnote ( 4 ) Warrants $ 0.808 ( 3 )( 6 ) 01/19/2029 Class A Common Stock 1,732,673 I See footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Morcos Alexander C/O JMCM HOLDINGS LLC 450 LEXINGTON AVENUE, 38TH FLOOR NEW YORK, NY10017 See Remarks JMCM Holdings LLC 450 LEXINGTON AVENUE 38TH FLOOR NEW YORK, NY10017 See Remarks MH Orbit LLC 450 LEXINGTON AVENUE 38TH FLOOR NEW YORK, NY10017 See Remarks Fodera Baldo C/O JMCM HOLDINGS LLC 450 LEXINGTON AVENUE, 38TH FLOOR NEW YORK, NY10017 See Remarks Signatures /s/ Baldo Fodera, Attorney-in-Fact for Alexander Morcos 03/18/2024 Signature of Reporting Person Date JMCM Holdings LLC By: /s/ Baldo Fodera, Co-Manager 03/18/2024 Signature of Reporting Person Date MH Orbit LLC By: /s/ Baldo Fodera, Co-Manager 03/18/2024 Signature of Reporting Person Date /s/ Baldo Fodera 03/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of Class A Common Stock are managed by Baldo Fodera ("Mr. Fodera") for the benefit of Alexander Morcos ("Mr. Morcos"), entities owned by Mr. Morcos, and a private charitable foundation. Each of Mr. Morcos and Mr. Fodera disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 2 )The holders of these Senior Secured Convertible Notes due 2025 (the "Convertible Notes") may, at their option, prior to maturity, convert all or any portion of the outstanding amount of the Convertible Notes, including accrued paid-in-kind interest thereon, subject to certain limitations, into shares of Class A Common Stock, at an initial conversion rate of 1,237.6238 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $0.808 per share of Class A Common Stock. The conversion rate is subject to adjustment in accordance with the terms of the Convertible Notes and will be subject to standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization, or other similar transactions. ( 3 )The conversion of the Convertible Notes and exercise of the warrants reported herein (the "Warrants") are subject to a beneficial ownership limitation that provides that the Issuer shall not effect the conversion of any portion of the Convertible Notes nor issue shares upon the exercise of any portion of the Warrants, and the holder of such Convertible Notes and Warrants shall not have the right to convert any portion of the Convertible Notes nor exercise any portion of the Warrants, to the extent that, after giving effect to such conversion or exercise, the holder, together with any affiliates and any persons acting as a "group," as such term is used for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), with such holder, collectively would beneficially own in the aggregate in excess of 9.99% of the number of shares of Class A Common Stock outstanding immediately after giving effect to such conversion or exercise (the "Blocker"). ( 4 )These securities are held directly by JMCM Holdings LLC ("JMCM"). Mr. Morcos and Mr. Fodera are co-managers of JMCM, and Mr. Morcos is the sole member. Each of Mr. Morcos and Mr. Fodera disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 5 )These securities are held directly by MH Orbit LLC. Mr. Morcos and Mr. Fodera are co-managers of MH Orbit LLC, and Mr. Morcos is the sole member. Each of Mr. Morcos and Mr. Fodera disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. ( 6 )These Warrants are currently exercisable, subject to the Blocker.

Remarks: In connection with the Agreement and Plan of Merger, dated as of March 7, 2024, by and among the Issuer, Apogee Parent Inc., and Apogee Merger Sub Inc., the Reporting Pe rsons entered certain agreements and arrangements with other shareholders of the Issuer and, accordingly, may be deemed to be members of a "group," as such term is defined in Section 13(d)(3) of the Act and Rule 13d-5 thereunder, with such other shareholders of the Issuer. Collectively, such "group" may be deemed to beneficially own approximately 26.3% of the shares of the Issuer's Class A Common Stock outstanding. Accordingly, the Reporting Persons are filing this Form 3 by virtue of their deemed membership in such "group." Exhibit List: Exhibit 24 - Power of Attorney

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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