Sec Form 4 Filing - Kanojia Chaitanya @ Starry Group Holdings, Inc. - 2022-03-29

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 Kanojia Chaitanya 2. Issuer Name and Ticker or Trading Symbol Starry Group Holdings, Inc. [ STRY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O STARRY GROUP HOLDINGS, INC., 38 CHAUNCY STREET, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2022 (Street) BOSTON, MA02111 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 Class A Common Stock 03/29/2022 A 368,158 A 368,158 I By self as trustee for Chaitanya Kanojia Qualified Annuity Interest Trust Class A Common Stock 03/29/2022 A 12,885,514 A 12,885,514 I By spouse Class A Common Stock 03/29/2022 A 368,158 A 368,158 I By spouse as trustee for Tracie L. Longman Qualified Annuity Interest Trust

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 X Common Stock ( 2 ) 03/29/2022 A 9,268,335 ( 2 ) ( 2 ) Class A Common Stock 9,268,335 ( 1 ) 9,268,335 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kanojia Chaitanya C/O STARRY GROUP HOLDINGS, INC. 38 CHAUNCY STREET, SUITE 200 BOSTON, MA02111 X X See Remarks Signatures /s/ William Lundregan, attorney-in-fact 03/31/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger, dated as of October 6, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the "Merger Agreement") by and among FirstMark Horizon Acquisition Corp. ("FMAC"), Sirius Merger Sub, Inc. ("Merger Sub"), Starry, Inc. ("Starry"), and Starry Group Holdings, Inc. (the "Issuer"), all outstanding Starry capital stock (i) held directly by the Reporting Person was cancelled and automatically converted into the right to receive a number of shares Class X Common Stock equal to the applicable exchange ratio (as described in the Merger Agreement) and (ii) held by any other person or entity was cancelled and automatically converted into the right to receive a number of shares Class A Common Stock equal to the applicable exchange ratio (as described in the Merger Agreement). ( 2 )The Class X Common Stock is convertible into Class A Common Stock of the Issuer on a one-for-one basis at the option of the holder. The Class X Common Stock will automatically convert into shares of Class A Common Stock on the earliest to occur of earlier of (a) the date that is nine months following the first date after the closing (the "Closing") of the business combination among the Issuer, FMAC, Starry and Merger Sub, Inc. on which the Reporting Person (1) is no longer providing services to the Issuer as a member of the senior leadership team, officer or director and (2) has not provided any such services for the duration of such nine-month period; and (b) the first date after the Closing as of which the the Reporting Person and certain permitted transferees have transferred, in the aggregate, more than 75% of the shares of Class X Common Stock that were held by the Reporting Person immediately following the Closing.

Remarks: Chief Executive Officer and Director

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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