New insider Liberty 77 Capital L.P. claimed ownership of 20,000,000 shares (SEC Form 3)
$SATL
Radio And Television Broadcasting And Communications Equipment
Technology
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/26/2025 |
3. Issuer Name and Ticker or Trading Symbol
Satellogic Inc. [ SATL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 20,000,000 | I | See footnotes(1)(2) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants (Right to Buy) | 02/10/2022 | 02/10/2027 | Class A Common Stock | 5,000,000 | $10 | I | See footnotes(1)(2)(3)(4) |
| Warrants (Right to Buy) | 02/10/2022 | 02/10/2027 | Class A Common Stock | 15,000,000 | $15 | I | See footnotes(1)(2)(3)(4) |
| Warrants (Right to Buy) | 02/10/2023 | 02/10/2027 | Class A Common stock | 2,500,000 | $10 | D(1)(2)(3)(4) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The Class A common stock included herein is held by Liberty Strategic Capital (SATL) Holdings, LLC ("Liberty SATL"). Liberty 77 Capital L.P. (the "Liberty Manager"), is the investment manager of the managing members of Liberty SATL. Liberty 77 Capital Partners L.P. is the general partner of the Liberty Manager. Liberty Capital L.L.C. is the general partner of the Liberty 77 Capital Partners L.P. STM Partners LLC is the manager of Liberty Capital L.L.C. Steven T. Mnuchin is a director of Satellogic Inc. and the president of STM Partners LLC. |
| 2. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| 3. On January 18, 2022, the Issuer, CF Acquisition Corp. V and Liberty SATL entered into a Subscription Agreement (the "Liberty Subscription Agreement"), pursuant to which Liberty SATL agreed to purchase, and the Issuer agreed to issue and sell to Liberty SATL, certain securities of the Issuer, including (i) 5,000,000 warrants, each warrant providing Liberty SATL the right to purchase one share of Class A Common Stock at an exercise price of $10.00 per share and (ii) 15,000,000 warrants, each warrant providing Liberty SATL the right to purchase one share of Class A Common Stock at an exercise price of $15.00 per share. (Cont'd in FN4) |
| 4. (Cont'd from FN3) Additionally, contemporaneous with the execution of the Liberty Subscription Agreement, the Issuer, CFAC Holdings V, LLC and Liberty SATL entered into a letter agreement, which was amended and restated on February 10, 2022, pursuant to which, in partial exchange for advisory services provided to the Issuer by the Liberty Manager, the Liberty Manager received 2,500,000 warrants, each warrant providing the Liberty Manager the right to purchase one share of Class A Common Stock at an exercise price of $10.00 per share. |
| Remarks: |
| Exhibit 24 - Power of Attorney // Exhibit 99.1 - Joint Filer Information |
| /s/ See Signatures Included in Exhibit 99.1 | 04/04/2025 | |
| ** 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 5 (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. | ||