4//SEC Filing
SherpaVentures Fund II, LP 4
Accession 0001415889-24-019864
CIK 0001814329other
Filed
Jul 21, 8:00 PM ET
Accepted
Jul 22, 4:59 PM ET
Size
14.7 KB
Accession
0001415889-24-019864
Insider Transaction Report
Form 4
SherpaVentures Fund II GP, LLC
10% Owner
Transactions
- Other
Warrants
2024-07-18−2,429,352→ 0 totalExercise: $0.81Exp: 2028-11-06→ Class A Common Stock (2,429,352 underlying) - Other
Class A Common Stock
2024-07-18−1,882,582→ 0 total - Other
Senior Secured Convertible Notes due 2025
2024-07-18Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (7,307,605 underlying)
SherpaVentures Fund II, LP
10% Owner
Transactions
- Other
Class A Common Stock
2024-07-18−1,882,582→ 0 total - Other
Warrants
2024-07-18−2,429,352→ 0 totalExercise: $0.81Exp: 2028-11-06→ Class A Common Stock (2,429,352 underlying) - Other
Senior Secured Convertible Notes due 2025
2024-07-18Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (7,307,605 underlying)
Footnotes (9)
- [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").
- [F2]In connection with the consummation of the Merger and pursuant to the Merger Agreement, such shares of Class A Common Stock were automatically canceled and converted into shares of Parent Series A Preferred Stock.
- [F3]Securities are held by SherpaVentures Fund II, LP ("ACME Fund II"). SherpaVentures Fund II GP, LLC ("ACME GP II") is the general partner of ACME Fund II and may be deemed to beneficially own the securities held by ACME Fund II. ACME GP II disclaims beneficial ownership in these securities except to the extent of its pecuniary interest therein. Scott Stanford is the manager of ACME GP II and exercises voting and dispositive control over the securities held by ACME Fund II. Mr. Stanford is a director of the Issuer and files separate Section 16 reports.
- [F4]Pursuant to a noteholder conversion agreement entered into, and in connection with, the Merger, these Convertible Notes (including accrued interest thereon) were converted into newly issued shares of Parent Series A Preferred Stock immediately following the closing of the Merger.
- [F5]Represents the principal amount, including accrued interest, payable in kind as of May 1, 2024, on the Convertible Notes purchased by ACME Fund II on November 21, 2023 and the Convertible Notes purchased by ACME Fund II on July 3, 2024. To the extent additional interest has accrued on such Convertible Notes after such dates, such additional interest is not included in this figure.
- [F6]The Convertible Notes were convertible into shares of Class A Common Stock at the option of the holder immediately upon issuance, subject to certain limitations, in accordance with rules of the Nasdaq Capital Market.
- [F7]Represents the maximum number of shares of Class A Common Stock issuable upon the voluntary conversion of the original stated amount of the Convertible Notes (including accrued interest payable in kind on May 1, 2024) purchased on November 21, 2023 and the Convertible Notes purchased on July 3, 2024. Does not include additional shares issuable upon conversion of additional interest that has accrued since such dates.
- [F8]Pursuant to a warrant exchange agreement entered into, and in connection with, the Merger, such warrants were converted into warrants to purchase shares of Parent Series A Preferred Stock immediately following the closing of the Merger.
- [F9]Immediately exercisable, subject to certain limitations, in accordance with rules of the Nasdaq Capital Market.
Documents
Issuer
Astra Space, Inc.
CIK 0001814329
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001640276
Filing Metadata
- Form type
- 4
- Filed
- Jul 21, 8:00 PM ET
- Accepted
- Jul 22, 4:59 PM ET
- Size
- 14.7 KB