DEWALT DAVID G 4
4 · HawkEye 360, Inc. · Filed May 12, 2026
Research Summary
AI-generated summary of this filing
HawkEye 360 (HAWK) 10% Owner David DeWalt Converts Derivatives to Shares
What Happened
David G. DeWalt, reported as a 10% owner, converted a large set of derivative securities (series A–E preferreds, warrants and related instruments) into common stock on May 8, 2026. The Form 4 shows acquisitions totaling about 8,553,522 common shares via conversions/exercises and dispositions/withholdings totaling about 8,559,385 shares (primarily $0 transactions related to automatic conversion or cashless/net exercises). No cash proceeds are shown for these conversions (many were automatic 1-for-1 conversions at no additional consideration or cashless net exercises where shares were withheld to cover exercise price).
Key Details
- Transaction date: 2026-05-08; Form filed: 2026-05-12.
- Approximate shares acquired by conversion/exercise: 8,553,522 common shares.
- Approximate shares disposed/withheld (mostly $0, derivative-related): 8,559,385 shares — net difference equals ~5,863 shares withheld to satisfy exercise/withholding.
- Prices shown: $0.00 for many conversions (automatic conversions on IPO) and warrants had nominal/previous exercise prices per footnotes (e.g., $0.01 and $11.1747 for certain warrants; cashless net exercise resulted in withholding of shares to pay exercise).
- Footnotes: F1 = multiple preferred series automatically converted 1:1 at IPO for no additional consideration. F3–F5 = certain warrants were net exercised and a small number of shares were withheld to pay exercise prices. F2 & F6 = many shares are held of record by NightDragon Growth I & II funds; DeWalt is managing member and may be deemed to control those holdings. F7 = warrants held by NightDragon I.
- Shares owned after the transactions are not explicitly reported in the data provided here (check the full Form 4 for the filer’s post-transaction beneficial ownership).
- No indication in the provided summary that this was a cash purchase — these were conversions/exercises and net settlements/withholdings.
Context
This filing reports conversions and exercises (derivative transactions) tied to the company’s IPO mechanics and warrant exercises rather than open‑market buying or selling. Several warrants were cashless/net-exercised (issuer withheld shares to cover exercise price), which is a routine administrative outcome and not an independent sale in the open market. Because DeWalt is reported as a 10% owner through NightDragon funds (institutional vehicles he manages), these moves reflect fund-level conversion/exercise activity rather than typical executive buy/sell signals investors often watch.
Insider Transaction Report
- Conversion
Common Stock
[F1]2026-05-08+467,726→ 467,726 total - Conversion
Common Stock
[F1][F2]2026-05-08+5,841,537→ 6,911,018 total(indirect: See footnote) - Exercise/Conversion
Common Stock
[F3][F2]2026-05-08+30,645→ 6,941,663 total(indirect: See footnote) - Disposition to Issuer
Common Stock
[F3][F2]2026-05-08−12→ 6,941,651 total(indirect: See Footnote) - Exercise/Conversion
Common Stock
[F4][F2]2026-05-08+85,273→ 7,026,924 total(indirect: See footnote) - Disposition to Issuer
Common Stock
[F4][F2]2026-05-08−33→ 7,026,891 total(indirect: See Footnote) - Exercise/Conversion
Common Stock
[F5][F2]2026-05-08+13,535→ 7,040,426 total(indirect: See footnote) - Disposition to Issuer
Common Stock
[F5][F2]2026-05-08−5,818→ 7,034,608 total(indirect: See footnote) - Conversion
Common Stock
[F1][F6]2026-05-08+2,114,806→ 2,114,806 total(indirect: See footnote) - Conversion
Series A-1 Preferred Stock
[F1]2026-05-08−120,242→ 0 total→ Common Stock (120,242 underlying) - Conversion
Series A-1 Preferred Stock
[F1][F2]2026-05-08−32,719→ 0 total(indirect: See Footnote)→ Common Stock (32,719 underlying) - Conversion
Series A-1 Preferred Stock
[F1][F6]2026-05-08−271,102→ 0 total(indirect: See Footnote)→ Common Stock (271,102 underlying) - Conversion
Series A-2 Preferred Stock
[F1]2026-05-08−133,023→ 0 total→ Common Stock (133,023 underlying) - Conversion
Series A-2 Preferred Stock
[F1][F2]2026-05-08−36,196→ 0 total(indirect: See Footnote)→ Common Stock (36,196 underlying) - Conversion
Series A-2 Preferred Stock
[F1][F6]2026-05-08−299,917→ 0 total(indirect: See Footnote)→ Common Stock (299,917 underlying) - Conversion
Series A-3 Preferred Stock
[F1]2026-05-08−45,008→ 0 total→ Common Stock (45,008 underlying) - Conversion
Series A-3 Preferred Stock
[F1][F2]2026-05-08−12,247→ 0 total(indirect: See Footnote)→ Common Stock (12,247 underlying) - Conversion
Series A-3 Preferred Stock
[F1][F6]2026-05-08−101,477→ 0 total(indirect: See Footnote)→ Common Stock (101,477 underlying) - Conversion
Series B Preferred Stock
[F1]2026-05-08−116,825→ 0 total→ Common Stock (116,825 underlying) - Conversion
Series B Preferred Stock
[F1][F2]2026-05-08−31,789→ 0 total(indirect: See Footnote)→ Common Stock (31,789 underlying) - Conversion
Series B Preferred Stock
[F1][F6]2026-05-08−263,398→ 0 total(indirect: See Footnote)→ Common Stock (263,398 underlying) - Conversion
Series C Preferred Stock
[F1]2026-05-08−37,589→ 0 total→ Common Stock (37,589 underlying) - Conversion
Series C Preferred Stock
[F1][F2]2026-05-08−5,017,739→ 0 total(indirect: See Footnote)→ Common Stock (5,017,739 underlying) - Conversion
Series C Preferred Stock
[F1][F6]2026-05-08−84,751→ 0 total(indirect: See Footnote)→ Common Stock (84,751 underlying) - Conversion
Series D Preferred Stock
[F1]2026-05-08−15,039→ 0 total→ Common Stock (15,039 underlying) - Conversion
Series D Preferred Stock
[F1][F2]2026-05-08−220,162→ 0 total(indirect: See Footnote)→ Common Stock (220,162 underlying) - Conversion
Series D Preferred Stock
[F1][F6]2026-05-08−33,909→ 0 total(indirect: See Footnote)→ Common Stock (33,909 underlying) - Conversion
Series D-1 Preferred Stock
[F1][F2]2026-05-08−278,635→ 0 total(indirect: See Footnote)→ Common Stock (278,635 underlying) - Conversion
Series E Preferred Stock
[F1][F2]2026-05-08−212,050→ 0 total(indirect: See Footnote)→ Common Stock (212,050 underlying) - Conversion
Series E Preferred Stock
[F1][F6]2026-05-08−1,060,252→ 0 total(indirect: See Footnote)→ Common Stock (1,060,252 underlying) - Exercise/Conversion
Warrant to Purchase Common Stock
[F3][F7]2026-05-08−30,645→ 0 total(indirect: See Footnote)Exercise: $0.01→ Common Stock (30,645 underlying) - Exercise/Conversion
Warrant to Purchase Common Stock
[F4][F7]2026-05-08−85,273→ 0 total(indirect: See Footnote)Exercise: $0.01→ Common Stock (85,273 underlying) - Exercise/Conversion
Warrant to Purchase Common Stock
[F5][F7]2026-05-08−13,535→ 0 total(indirect: See Footnote)Exercise: $11.17→ Common Stock (13,535 underlying)
Footnotes (7)
- [F1]The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock automatically converted into common stock upon the closing of the Issuer's initial public offering for no additional consideration, on a 1-for-1 basis, and had no expiration date.
- [F2]The shares are held of record by NightDragon Growth I, L.P. ("NightDragon I"). NightDragon Growth GP I, LLC ("NightDragon GP I") is the general partner of NightDragon I. The Reporting Person is the managing member of NightDragon GP I and may be deemed to hold voting and investment power with respect to the shares held by NightDragon I.
- [F3]The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $0.01 per share. The holder paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 12 of the warrant shares to pay the exercise price and issuing to the holder the remaining 30,633 shares.
- [F4]The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $0.01 per share. The holder paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 33 of the warrant shares to pay the exercise price and issuing to the holder the remaining 85,240 shares.
- [F5]The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $11.1747 per share. The holder paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 5,818 of the warrant shares to pay the exercise price and issuing to the holder the remaining 7,717 shares.
- [F6]The shares are held of record by NightDragon Growth II, L.P. ("NightDragon II"). NightDragon Growth GP II, LLC ("NightDragon GP II") is the general partner of NightDragon II. The Reporting Person is the managing member of NightDragon GP II and may be deemed to hold voting and investment power with respect to the shares held by NightDragon II.
- [F7]The Warrant is held of record by NightDragon I. NightDragon GP I is the general partner of NightDragon I. The Reporting Person is the managing member of NightDragon GP I and may be deemed to hold voting and investment power with respect to the shares held by NightDragon I.