Sec Form 4 Filing - ERGEN CHARLES W @ CONX Corp. - 2020-12-14

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 ERGEN CHARLES W 2. Issuer Name and Ticker or Trading Symbol CONX Corp. [ CONX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) 5701 S. SANTA FE DR. 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2020 (Street) LITTLETON, CO80120 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

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 ) 12/14/2020 J( 2 ) 2,812,500 ( 1 ) ( 1 ) Class A Common Stock 2,812,500 ( 1 ) ( 2 ) 18,750,000 ( 3 ) I ( 3 ) See footnotes

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ERGEN CHARLES W 5701 S. SANTA FE DR. LITTLETON, CO80120 X X Chairman nXgen Opportunities, LLC 5701 S. SANTA FE DR. LITTLETON, CO80120 X Signatures Charles W. Ergen, /s/ Kyle Jason Kiser, as attorney-in-fact 12/14/2020 Signature of Reporting Person Date nXgen Opportunities, LLC By: /s/ Kyle Jason Kiser 12/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B Common Stock will convert into shares of the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-249223) and have no expiration date. ( 2 )On December 14, 2020, nXgen Opportunities, LLC (the "Sponsor") forfeited at no cost 2,812,500 shares of the Issuer's Class B Common Stock in connection with the expiration of the underwriter's over-allotment option, as more fully described in the Issuer's registration statement on Form S-1 (File No. 333-249223). ( 3 )The securities are held directly by the Sponsor. The Reporting Person controls the Sponsor. The Reporting Person disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for 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).

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