Sec Form 4 Filing - Jericho Capital Asset Management L.P. @ CONX Corp. - 2023-06-02

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 Jericho Capital Asset Management L.P. 2. Issuer Name and Ticker or Trading Symbol CONX Corp. [ CONX] 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) 510 MADISON AVENUE, 27TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/02/2023 (Street) NEW YORK, NY10022 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, par value $0.0001 per share 06/02/2023 J( 1 ) 4,000,000 D $ 10.191 0 I See footnotes ( 2 ) ( 3 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jericho Capital Asset Management L.P. 510 MADISON AVENUE 27TH FLOOR NEW YORK, NY10022 X Resnick Josh 510 MADISON AVENUE, 27TH FLOOR NEW YORK, NY10022 X Signatures Jericho Capital Asset Management L.P., By: Jericho Capital Holdings LLC, its general partner, By: /s/ Josh Resnick, Managing Member 06/06/2023 Signature of Reporting Person Date /s/ Josh Resnick 06/06/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons elected to redeem 4,000,000 shares held by the Jericho Fund (as defined below) for cash. ( 2 )Securities held for the accounts of certain investment funds and accounts for which Jericho Capital Asset Management L.P. ("Jericho") acts as investment adviser, including Jericho Capital Master Fund L.P. (the "Jericho Fund"). The general partner of Jericho is controlled by Josh Resnick ("Mr. Resnick"). ( 3 )For purposes of Section 16 of the Securities Exchange Act of 1934, each of Jericho and Mr. Resnick expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any of Jericho or Mr. Resnick is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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