NightDragon Growth II, L.P. 4

What Happened

• NightDragon Growth II, L.P. (a pre-IPO VC investor, reported via its GP/manager) converted a package of preferred/derivative securities into 2,114,806 shares of HawkEye 360 common stock on May 8, 2026. The conversion was automatic upon the company’s IPO and occurred on a 1-for-1 basis for no additional consideration (price $0 / N/A). The Form 4 lists one "Acquired" entry for 2,114,806 shares and multiple corresponding "Disposed" derivative entries that together equal the same total—these disposed entries reflect the extinguished preferred/derivative securities after conversion.
• This is not a cash purchase or sale of common stock; it’s a routine conversion of outstanding preferred/derivative securities into common stock at IPO and does not necessarily signal a buy/sell decision by the holder.

Key Details

• Transaction date: May 8, 2026. Form 4 filed May 12, 2026 (see note on timeliness below).
• Shares acquired: 2,114,806 common shares via conversion; consideration: $0 / N/A.
• Disposed entries: multiple derivative securities converted at $0 totaling 2,114,806 shares (these represent the preferred/derivative instruments that converted).
• Shares owned after transaction: not specified in the provided filing data.
• Footnotes: (F1) Several series of preferred stock automatically converted 1-for-1 into common on IPO for no additional consideration. (F2) Shares are held of record by NightDragon Growth II, L.P.; NightDragon GP II is the general partner and the reporting person is the managing member and may be deemed to hold voting and investment power.
• Timeliness: The Form 4 was filed May 12 covering a May 8 transaction (reporting period listed as May 7). Form 4s are generally required within two business days of the transaction; this filing appears to have been submitted after that window.

Context

• For retail investors: this is an institutional conversion (VC fund) tied to the company going public, not an open-market buy or sale by an executive. Conversions of preferred at IPO are routine corporate events and do not, by themselves, indicate the holder is increasing or decreasing confidence in the company’s prospects.
• Derivative explanation: the filing shows the preferred/derivative instruments being "disposed" at $0 because they were converted into common stock; the net economic effect was issuance of common shares, not a cash transaction.