4//SEC Filing
Stanford Scott 4
Accession 0001415889-24-019867
CIK 0001814329other
Filed
Jul 21, 8:00 PM ET
Accepted
Jul 22, 5:00 PM ET
Size
19.4 KB
Accession
0001415889-24-019867
Insider Transaction Report
Form 4
Stanford Scott
Director
Transactions
- Other
Class A Common Stock
2024-07-18−1,882,582→ 0 total(indirect: By SherpaVentures Fund II, LP) - Other
Class A Common Stock
2024-07-18−18,442→ 15,094 total(indirect: By LLC) - Other
Senior Secured Convertible Notes due 2025
2024-07-18(indirect: By SherpaVentures Fund II, LP)Exercise: $0.81Exp: 2025-11-15→ Class A Common Stock (7,307,605 underlying) - Other
Warrants
2024-07-18−2,429,352→ 0 total(indirect: By SherpaVentures Fund II, LP)Exercise: $0.81Exp: 2028-11-06→ Class A Common Stock (2,429,352 underlying) - Other
Class A Common Stock
2024-07-18−46,060→ 0 total(indirect: By LLC) - Disposition to Issuer
Class A Common Stock
2024-07-18$0.50/sh−15,094$7,547→ 0 total(indirect: By LLC)
Footnotes (13)
- [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]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.
- [F11]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.
- [F12]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.
- [F13]Immediately exercisable, subject to certain limitations, in accordance with rules of the Nasdaq Capital Market.
- [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]These 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. The Reporting Person is the manager of ACME GP II and exercises voting and dispositive control over the securities held by ACME Fund II. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F4]These securities are held by Eagle Creek Capital LLC ("Eagle Creek"). The Reporting Person is the sole manager of Eagle Creek and exercises voting and dispositive control over the securities held by Eagle Creek. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F5]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 the right to receive $0.50 per share.
- [F6]The number of shares beneficially owned before the transactions reported herein reflects the Reporting Person's assignment, for no consideration, of an aggregate of 46,060 shares of Class A Common Stock, which were previously reported as held directly, to the Reporting Person's employer, ACME, LLC. These shares were issued to the Reporting Person upon the settlement of restricted stock units issued to the Reporting Person as compensation for service on the Issuer's board of directors. Pursuant to an arrangement with ACME, LLC, the Reporting Person held these units for the benefit of ACME, LLC. The assignment of these shares to ACME, LLC did not reflect a change in the Reporting Person's pecuniary interest in such shares and, accordingly, was exempt from reporting under Section 16 of the Exchange Act.
- [F7]These securities are held by ACME,LLC. The Reporting Person is an employee of ACME, LLC and exercises voting and dispositive control over the securities held by ACME, LLC. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F8]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.
- [F9]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.
Documents
Issuer
Astra Space, Inc.
CIK 0001814329
Entity typeother
Related Parties
1- filerCIK 0001866544
Filing Metadata
- Form type
- 4
- Filed
- Jul 21, 8:00 PM ET
- Accepted
- Jul 22, 5:00 PM ET
- Size
- 19.4 KB