NightDragon Growth I, L.P. 4

What Happened

• NightDragon Growth I, L.P. (a VC fund / holder) converted multiple series of preferred stock into common stock and net‑exercised warrants/options in connection with HawkEye 360's IPO on 2026-05-08. The filing shows roughly 5,970,990 shares involved (5,841,537 shares from automatic preferred conversions plus 129,453 shares from exercises/conversions of derivative securities).
• Most conversions were automatic 1‑for‑1 conversions for no additional cash consideration (reported $0.00). Certain warrants had exercise prices (notably $0.01 per share for some warrants and $11.1747 per share for one warrant), and NightDragon paid those exercise prices on a cashless basis; the issuer withheld 12, 33 and 5,818 shares (total 5,863) to satisfy the exercise amounts. The filing reports $0 consideration for the converted securities.

Key Details

• Transaction date: 2026-05-08 (Form 4 filed 2026-05-12; filing marked late).
• Price/consideration: Most conversions reported $0.00 (automatic conversion). Warrants had exercise prices of $0.01 and $11.1747 but were paid via cashless/net exercise (shares withheld).
• Shares involved: ~5,970,990 total shares referenced (5,841,537 from preferred conversions + 129,453 from exercises/conversions).
• Withholding for exercise payment: 12, 33 and 5,818 shares withheld (total 5,863) per footnotes.
• Shares owned after the transaction: not specified in the Form 4.
• Notable footnotes: F1 (automatic 1-for-1 conversion of multiple preferred series at IPO), F3–F5 (cashless/net warrant exercises and share withholding), F2/F6 (NightDragon I is record holder; NightDragon GP I is general partner).
• Filing timeliness: marked late (L) — Form 4 filed four days after the reported transactions.

Context

• These are institutional/VC conversions and net warrant exercises tied to the issuer's IPO rather than open‑market purchases or sales by an individual executive. Cashless/net exercises are routine in IPO closings: the holder receives net shares after the issuer withholds shares to pay the exercise price.
• This filing documents conversion/exercise mechanics and withholding; it does not by itself indicate a buy/sell sentiment by an individual insider.