Chief Executive Officer Jacobs Paul E sold $4,800,001 worth of Voting Common Stock (4,510,855 units at $1.06) and acquired $8,144,660 worth of Voting Common Stock (7,654,036 units at $1.06) (SEC Form 4)
$GSAT
Telecommunications Equipment
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Globalstar, Inc. [ GSAT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Voting Common Stock | 06/28/2024 | J | 7,654,036(1) | A | $1.0641(2) | 7,654,037 | I | By Virewirx, Inc. (f/k/a XCOM Labs, Inc.)(3) | ||
| Voting Common Stock | 06/28/2024 | S | 4,510,855(4) | D | $1.0641(5) | 3,143,182 | I | By Virewirx, Inc. (f/k/a XCOM Labs, Inc.) | ||
| Voting Common Stock | 76,523 | D | ||||||||
| Voting Common Stock | 16,745,989 | I | By Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents (i) 7,048,210 shares acquired as fees payable under the Support Services Agreement and (ii) 605,826 shares acquired as Holdback Shares under the Intellectual Property License Agreement, as more fully explained in the Issuer's Current Report on Form 8-K filed with the Commission on August 31, 2023 (collectively, the "Issuance"). The Issuance is exempt from Section 16(b). |
| 2. Represents the volume weighted average price ("VWAP") of the Common Stock for the ten trading days immediately preceding June 28, 2024, as provided in the Support Services Agreement. |
| 3. Represents shares held by Virewirx, Inc. (f/k/a XCom Labs, Inc.) ("XCom"), a corporation controlled by the reporting person. |
| 4. Represents shares sold by XCom in a private placement to an affiliate of the Thermo Companies, which are controlled by James Monroe, III, the Issuer's Executive Chairman. |
| 5. Represents the VWAP of the Common Stock for the ten trading days immediately preceding June 28, 2024, which was the price at which XCom acquired the shares pursuant to the Support Services Agreement. |
| Remarks: |
| /s/ Paul E. Jacobs | 07/01/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||