Sec Form 4 Filing - Speth Ralf @ Pegasus Digital Mobility Acquisition Corp. - 2021-11-04

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
Speth Ralf
2. Issuer Name and Ticker or Trading Symbol
Pegasus Digital Mobility Acquisition Corp. [ PGSS.U]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O PEGASUS DIGITAL MOBILITY ACQUISITION, 260 MASON STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/04/2021
(Street)
GREENWICH, CT06830
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 Ordinary Shares, par value 0.0001 per share ( 1 ) 11/04/2021 J( 2 ) 337,500 ( 1 ) ( 1 ) Class A Ordinary Shares, par value 0.0001 per share 337,500 $ 0.004 ( 2 ) 337,500 D
Ordinary Share Warrants (right to buy) $ 11.5 11/04/2021 J( 3 ) 487,500 ( 3 ) ( 4 ) ( 4 ) Class A Ordinary Shares, par value 0.0001 per share 487,500 ( 3 ) 487,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Speth Ralf
C/O PEGASUS DIGITAL MOBILITY ACQUISITION
260 MASON STREET
GREENWICH, CT06830
X Chief Executive Officer
Signatures
/s/ Heath D. Linsky as attorney-in-fact for Ralf Speth 11/08/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares") have no expiration date and (i) are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of Pegasus Digital Mobility Acquisition Corp. (the "Issuer") at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-259860) (the "Registration Statement").
( 2 )Reflects the transfer of 337,500 Class B Shares from Pegasus Digital Mobility Sponsor LLC (the "Sponsor") for $0.004 per Class B Share to the Reporting Person in respect of his service as a director and officer of the Issuer.
( 3 )Reflects the transfer of 487,500 warrants of the Issuer purchased by the Sponsor from the Issuer in a private placement that closed concurrently with the closing of the Issuer's initial public offering, as described in the Registration Statement (each, a "Private Placement Warrant"), from the Sponsor for no consideration ($0) to the Reporting Person in respect of his service as an officer of the Issuer.
( 4 )Each Private Placement Warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Registration Statement. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation, as described in the Registration Statement.

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