Sec Form 3 Filing - PEARLSTEIN JACK @ NavSight Holdings, Inc. - 2020-09-09

Insider filing report for Changes in Beneficial Ownership
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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
PEARLSTEIN JACK
2. Issuer Name and Ticker or Trading Symbol
NavSight Holdings, Inc. [ NSH. U]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Chief Financial Officer
(Last) (First) (Middle)
C/O NAVSIGHT HOLDINGS, INC., 12020 SUNRISE VALLEY DRIVE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
09/09/2020
(Street)
RESTON, VA20191
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
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 ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 1 ) Class A common stock 5,667,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PEARLSTEIN JACK
C/O NAVSIGHT HOLDINGS, INC.
12020 SUNRISE VALLEY DRIVE, SUITE 100
RESTON, VA20191
X X EVP, Chief Financial Officer
Signatures
/s/ Jack Pearlstein 09/09/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-240100) under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share (the "Class B Shares") of NavSight Holdings, Inc. (the "Issuer")will automatically convert into shares of Class A Common Stock, par value $0.0001 per share of the Issuer, at the time of the Issuer's initial business combination on a one-for-one basis, subject to certain adjustment, and have no expiration date.
( 2 )Six4 Holdings, LLC ("Six4") owns 5,667,500 Class B Shares, including 750,000 Class B Shares that are subject to forfeiture if the underwriter of the Issuer's initial public offering does not exercise in full an option granted to it to cover over-allotments. Such Class B Shares have no expiration date and are convertible into Class A Shares as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-240100).
( 3 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities in excess of his pecuniary interest.

Remarks:
RLM2 LLC and JIMI, LLC are the co-managing members of Six4and have sole voting and dispositive power over the shares owned by Six4. Jack Pearlstein is the sole member and manager of JIMI, LLC. Jack Pearlstein is the Co-Founder, Chief Financial Officer and Corporate Secretary of the Issuer and is a Director of the Issuer. As a result of the foregoing, Jack Pearlstein may be deemed to beneficially own the shares held by Six4. Jack Pearlstein disclaims beneficial ownership of the securities held by Six4.

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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