Sec Form 4 Filing - Raghupathy Arun @ NEXTNAV INC. - 2021-10-28

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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
Raghupathy Arun
2. Issuer Name and Ticker or Trading Symbol
NEXTNAV INC. [ NN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior VP, Engineering
(Last) (First) (Middle)
1775 TYSONS BLVD., 5TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/28/2021
(Street)
MCLEAN, VA22102
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
Common Stock 10/28/2021 A 549,105 A 549,105 D
Common Stock 10/28/2021 A 11,372 A 560,477 ( 2 ) 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
Stock Option (right to buy) $ 0.28 10/28/2021 A 201,538 ( 3 ) 10/21/2030 Common Stock 201,538 ( 3 ) 201,538 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Raghupathy Arun
1775 TYSONS BLVD., 5TH FLOOR
MCLEAN, VA22102
Senior VP, Engineering
Signatures
/s/ Christian Gates, by power of attorney 11/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of June 9, 2021, by and among Spartacus Acquisition Shelf Corp. (now known as NextNav Inc.), Spartacus Acquisition Corp., NextNav Holdings, LLC and the other parties thereto (the "Merger Agreement"), the Reporting Person became a reporting person of "NextNav Inc.", the as-renamed surviving corporation (the "Issuer") of the business combination, which business combination closed on October 28, 2021 (the "Business Combination"). The Reporting Person received shares of common stock of the Issuer in exchange for their holdings in NextNav Holdings, LLC as of the closing of the Business Combination.
( 2 )Restricted shares of common stock will vest ratably each month through December 2022.
( 3 )These options were originally granted on 10/21/2020 as fully vested and exercisable options to purchase 561,539 Class A common units of NextNav Holdings, LLC and were automatically converted, pursuant to the Merger Agreement, upon the closing of the Business Combination on 10/28/2021, into fully vested and exercisable options to purchase shares of common stock of the Issuer.

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