Sec Form 4 Filing - JANI AMISH A @ Starry Group Holdings, Inc. - 2022-03-29

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
JANI AMISH A
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
100 5TH AVE, 3RD FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
03/29/2022
(Street)
NEW YORK, NY10011
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 03/29/2022 A 9,565,341 A 9,565,341 I By FirstMark Capital III, L.P.( 2 )
Class A common stock 03/29/2022 A 4,548,440 A 4,548,440 I By FirstMark Capital OF I L.P.( 3 )
Class A common stock 03/29/2022 A 2,695,372 A 2,695,372 I By FirstMark Capital OF II, L.P.( 4 )
Class A common stock 03/29/2022 A 2,582,691 A 2,582,691 I By FirstMark Capital OF III, L.P.( 5 )
Class A common stock 03/29/2022 A 3,893,974 A 3,893,974 I By FirstMark Capital S1, L.P.( 6 )
Class A common stock 03/29/2022 A 1,280,000 A 1,280,000 I By FirstMark Capital S2, L.P.( 7 )
Class A common stock 6,685,613 I By FirstMark Horizon Sponsor LLC( 8 )
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
JANI AMISH A
100 5TH AVE, 3RD FLOOR
NEW YORK, NY10011
X X
HEITZMANN RICHARD R
C/O FIRSTMARK HORIZON ACQUISITION CORP.
100 5TH AVE, 3RD FLOOR
NEW YORK,, NY10011
X X
Signatures
/s/ Amish Jani 03/31/2022
Signature of Reporting Person Date
/s/ Amish Jani, as attorney-in-fact for Richard Heitzmann 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., Sirius Merger Sub, Inc., Starry, Inc. ("Starry"), and Starry Group Holdings, Inc. (the "Issuer"), all outstanding Starry capital stock held by the FirstMark entities reported herein was cancelled and automatically converted into the right to receive a number of shares Class A Common Stock of the Issuer equal to the applicable exchange ratio (as described in the Merger Agreement).
( 2 )Richard Heitzmann and Amish Jani are the managing members of FirstMark Capital III GP, LLC, the general partner of FirstMark Capital III, L.P., and may be deemed to beneficially own the shares held by FirstMark Capital III, L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital III, L.P., except to the extent of such person's pecuniary interest therein.
( 3 )Messrs. Heitzmann and Jani are the managing members of FirstMark Capital OF I GP, LLC, the general partner of FirstMark Capital OF I L.P., and may be deemed to beneficially own the shares held by FirstMark Capital OF I L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital OF I L.P., except to the extent of such person's pecuniary interest therein.
( 4 )Messrs. Heitzmann and Jani are the managing members of FirstMark Capital OF II GP, LLC, the general partner of FirstMark Capital OF II L.P., and may be deemed to beneficially own the shares held by FirstMark Capital OF II L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital OF II L.P., except to the extent of such person's pecuniary interest therein.
( 5 )Messrs. Heitzmann and Jani are the managing members of FirstMark Capital OF III GP, LLC, the general partner of FirstMark Capital OF III L.P., and may be deemed to beneficially own the shares held by FirstMark Capital OF III L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital OF III L.P., except to the extent of such person's pecuniary interest therein.
( 6 )Messrs. Heitzmann and Jani are the managing members of FirstMark Capital S1 GP, LLC, the general partner of FirstMark Capital S1, L.P., and may be deemed to beneficially own the shares held by FirstMark Capital S1, L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital S1, L.P., except to the extent of such person's pecuniary interest therein.
( 7 )Messrs. Heitzmann and Jani are the managing members of FirstMark Capital S2 GP, LLC, the general partner of FirstMark Capital S2, L.P., and may be deemed to beneficially own the shares held by FirstMark Capital S2, L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital S2, L.P., except to the extent of such person's pecuniary interest therein.
( 8 )Messrs. Heitzmann and Jani are the managers of FirstMark Horizon Sponsor LLC and may be deemed to beneficially own the shares held by FirstMark Horizon Sponsor LLC. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Horizon Sponsor LLC, except to the extent of such person's pecuniary interest therein.

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