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Fodera Baldo 4

Accession 0000905148-24-001949

CIK 0001814329other
View on SEC.govCompany Profile

Filed

Jul 21, 8:00 PM ET

Accepted

Jul 22, 4:41 PM ET

Size

29.7 KB

Accession

0000905148-24-001949

Insider Transaction Report

Form 4
Period: 2024-07-18
Astra Space, Inc.ASTR
Morcos Alexander
Other
Transactions
  • Other

    Warrants

    2024-07-18−1,732,673→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2029-01-19→ Class A Common Stock (1,732,673 underlying)
  • Other

    Class A Common Stock

    2024-07-18−129,107→ 0 total(indirect: See footnote)
  • Other

    Senior Secured Convertible Notes due 2025

    2024-07-18→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (11,944,715 underlying)
  • Other

    Warrants

    2024-07-18−1,082,921→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-11-13→ Class A Common Stock (1,082,921 underlying)
  • Other

    Senior Secured Convertible Notes due 2025

    2024-07-18→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (4,950,495 underlying)
  • Other

    Warrants

    2024-07-18−3,101,433→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-11-06→ Class A Common Stock (3,101,433 underlying)
  • Other

    Warrants

    2024-07-18−1,500,000→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-08-04→ Class A Common Stock (1,500,000 underlying)
  • Other

    Class A Common Stock

    2024-07-18$0.50/sh−70,292$35,146→ 129,107 total(indirect: See footnote)
JMCM Holdings LLC
Other
Transactions
  • Other

    Warrants

    2024-07-18−1,732,673→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2029-01-19→ Class A Common Stock (1,732,673 underlying)
  • Other

    Class A Common Stock

    2024-07-18$0.50/sh−70,292$35,146→ 129,107 total(indirect: See footnote)
  • Other

    Senior Secured Convertible Notes due 2025

    2024-07-18→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (4,950,495 underlying)
  • Other

    Warrants

    2024-07-18−1,500,000→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-08-04→ Class A Common Stock (1,500,000 underlying)
  • Other

    Warrants

    2024-07-18−1,082,921→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-11-13→ Class A Common Stock (1,082,921 underlying)
  • Other

    Class A Common Stock

    2024-07-18−129,107→ 0 total(indirect: See footnote)
  • Other

    Senior Secured Convertible Notes due 2025

    2024-07-18→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (11,944,715 underlying)
  • Other

    Warrants

    2024-07-18−3,101,433→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-11-06→ Class A Common Stock (3,101,433 underlying)
MH Orbit LLC
Other
Transactions
  • Other

    Senior Secured Convertible Notes due 2025

    2024-07-18→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (11,944,715 underlying)
  • Other

    Senior Secured Convertible Notes due 2025

    2024-07-18→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (4,950,495 underlying)
  • Other

    Warrants

    2024-07-18−1,732,673→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2029-01-19→ Class A Common Stock (1,732,673 underlying)
  • Other

    Class A Common Stock

    2024-07-18−129,107→ 0 total(indirect: See footnote)
  • Other

    Warrants

    2024-07-18−1,500,000→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-08-04→ Class A Common Stock (1,500,000 underlying)
  • Other

    Class A Common Stock

    2024-07-18$0.50/sh−70,292$35,146→ 129,107 total(indirect: See footnote)
  • Other

    Warrants

    2024-07-18−1,082,921→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-11-13→ Class A Common Stock (1,082,921 underlying)
  • Other

    Warrants

    2024-07-18−3,101,433→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-11-06→ Class A Common Stock (3,101,433 underlying)
Fodera Baldo
Other
Transactions
  • Other

    Class A Common Stock

    2024-07-18$0.50/sh−70,292$35,146→ 129,107 total(indirect: See footnote)
  • Other

    Class A Common Stock

    2024-07-18−129,107→ 0 total(indirect: See footnote)
  • Other

    Senior Secured Convertible Notes due 2025

    2024-07-18→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (4,950,495 underlying)
  • Other

    Warrants

    2024-07-18−1,732,673→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2029-01-19→ Class A Common Stock (1,732,673 underlying)
  • Other

    Warrants

    2024-07-18−1,500,000→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-08-04→ Class A Common Stock (1,500,000 underlying)
  • Other

    Warrants

    2024-07-18−3,101,433→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-11-06→ Class A Common Stock (3,101,433 underlying)
  • Other

    Warrants

    2024-07-18−1,082,921→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2028-11-13→ Class A Common Stock (1,082,921 underlying)
  • Other

    Senior Secured Convertible Notes due 2025

    2024-07-18→ 0 total(indirect: See footnote)
    Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (11,944,715 underlying)
Footnotes (12)
  • [F1]On July 18, 2024, Apogee Parent, Inc. ("Parent") acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent, and Apogee Merger Sub, a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of March 7, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").
  • [F10]These shares of Class A Common Stock were managed by Baldo Fodera ("Mr. Fodera") for the benefit of Alexander Morcos ("Mr. Morcos"), entities owned by Mr. Morcos, and a private charitable foundation. Each of Mr. Morcos and Mr. Fodera disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein.
  • [F11]These securities were held directly by JMCM Holdings LLC ("JMCM"). Mr. Morcos and Mr. Fodera are co-managers of JMCM, and Mr. Morcos is the sole member. Each of Mr. Morcos and Mr. Fodera disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein.
  • [F12]These securities were held directly by MH Orbit LLC. Mr. Morcos and Mr. Fodera are co-managers of MH Orbit LLC, and Mr. Morcos is the sole member. Each of Mr. Morcos and Mr. Fodera disclaimed beneficial ownership of these securities except to the extent of his pecuniary interest therein.
  • [F2]In connection with the consummation of the Merger and pursuant to the Merger Agreement, these shares of Class A Common Stock were automatically canceled and converted into the right to receive $0.50 per share in cash, without interest.
  • [F3]Pursuant to an equity commitment letter entered into in connection with, and effective upon, the Merger, these shares of Class A Common Stock were converted into newly issued shares of Series A preferred stock, par value $0.0001 per share, of Parent (the "Parent Series A Preferred Stock").
  • [F4]Pursuant to a noteholder conversion agreement entered into in connection with, and effective upon, the Merger, these Senior Secured Convertible Notes due 2025 (the "Convertible Notes") (including accrued interest thereon) were converted into 25,934,658 newly issued shares of Parent Series A Preferred Stock at a conversion rate of $0.404.
  • [F5]Pursuant to a noteholder conversion agreement entered into in connection with, and effective upon, the Merger, these Convertible Notes (including accrued interest thereon) were converted into 10,501,609 newly issued shares of Parent Series A Preferred Stock at a conversion rate of $0.404.
  • [F6]The holders of the Convertible Notes had the right to, at their option, prior to maturity, convert all or any portion of the outstanding amount of the Convertible Notes, including accrued paid-in-kind interest thereon, subject to certain limitations, into shares of Class A Common Stock, at an initial conversion rate of 1,237.6238 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $0.808 per share of Class A Common Stock. The conversion rate was subject to adjustment in accordance with the terms of the Convertible Notes and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization, or other similar transactions.
  • [F7]Pursuant to a warrant exchange agreement entered into in connection with, and effective upon, the Merger, such warrants were converted into 5,684,354 warrants to purchase shares of Parent Series A Preferred Stock at an exercise price of $0.404.
  • [F8]Pursuant to a warrant exchange agreement entered into in connection with, and effective upon, the Merger, such warrants were converted into 1,732,673 warrants to purchase shares of Parent Series A Preferred Stock at an exercise price of $0.404.
  • [F9]These warrants were exercisable.

Documents

1 file

Issuer

Astra Space, Inc.

CIK 0001814329

→
Entity typeother

Related Parties

1
  • filerCIK 0002001003

Filing Metadata

Form type
4
Filed
Jul 21, 8:00 PM ET
Accepted
Jul 22, 4:41 PM ET
Size
29.7 KB
View on SEC.gov