Sec Form 4 Filing - Coleman Robert A @ Spire Global, Inc. - 2021-08-16

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
Coleman Robert A
2. Issuer Name and Ticker or Trading Symbol
Spire Global, Inc. [ SPIR]
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 SPIRE GLOBAL, INC., 8000 TOWERS CRESCENT DRIVE, SUITE 1225
3. Date of Earliest Transaction (MM/DD/YY)
08/16/2021
(Street)
VIENNA, VA22182
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 08/16/2021 C( 1 ) 2,833,750 A $ 0 2,833,750 D
Class A Common Stock 08/16/2021 A( 2 ) 500,000 A $ 10 500,000 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
Class B Common Stock $ 0 08/16/2021 J( 3 ) 2,833,750 ( 1 ) ( 1 ) Class A Common Stock 2,833,750 $ 0 2,833,750 D
Class B Common Stock $ 0 08/16/2021 C( 1 ) 2,833,750 ( 1 ) ( 1 ) Class A Common Stock 2,833,750 $ 0 0 D
Private Placement Warrants $ 11.5 08/16/2021 J( 4 ) 3,300,000 ( 4 ) ( 4 ) Class A Common Stock 3,300,000 $ 0 3,300,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Coleman Robert A
C/O SPIRE GLOBAL, INC.
8000 TOWERS CRESCENT DRIVE, SUITE 1225
VIENNA, VA22182
See Remarks
Signatures
/s/ Robert A. Coleman 08/18/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 16, 2021, NavSight Holdings, Inc. consummated its business combination with Spire Global, Inc. (the "Closing"). In connection with the Closing, the issuer changed its legal name to Spire Global, Inc. (the "Issuer") and the shares of Class B common stock held by Mr. Coleman automatically converted into shares of Class A common stock on a one-for-one basis and have no expiration date.
( 2 )Represents shares acquired at Closing in connection with the Private Investment in Public Equity (PIPE).
( 3 )Six4 Holdings, LLC ("Six4") was the holder of record of 5,667,500 shares of the Issuer's Class B common stock, which shares were indirectly beneficially owned by Mr. Coleman. Immediately prior to the Closing, Six4 transferred 2,833,750 shares directly to Mr. Coleman for no consideration and the remaining 2,833,750 shares were transferred to Jack Pearlstein, which shares Mr. Coleman is not deemed to beneficially own.
( 4 )Represents Private Placement Warrants acquired from the Issuer by Six4 in connection with the Issuer's initial public offering and transferred to Mr. Coleman immediately prior to the Closing for no consideration. Each warrant, which was initially transferred at a price of $1.00 per warrant, is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants are not redeemable by the Issuer and may not, subject to certain limited exceptions, be exercised until 30 days after the Closing. The Private Placement Warrants will expire upon the fifth anniversary of the Closing, at 5:00pm New York City time, or earlier upon redemption or liquidation.

Remarks:
Mr. Coleman was the Co-Founder, Chairman and Chief Executive Officer of the Issuer (formerly named NavSight Holdings, Inc.) and resigned prior to the Closing (defined below).

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