Officer Kemp Chris converted options into 1,806,376 shares and disposed of $61,100 worth of shares (1,879,510 units at $0.03), closing all direct ownership in the company (SEC Form 4)
$ASTR
Transportation Services
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
Astra Space, Inc. [ ASTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/17/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 07/17/2024 | C(1) | 1,806,376 | A | (1) | 1,877,310 | D | |||
| Class A Common Stock | 07/18/2024 | J(2) | 1,739,233(3) | D | (3) | 138,077 | D | |||
| Class A Common Stock | 07/18/2024 | J(2) | 18,077(4) | D | (4) | 120,000 | D | |||
| Class A Common Stock | 07/18/2024 | J(2) | 120,000(5) | D | $0.5(5) | 0 | D | |||
| Class A Common Stock | 07/18/2024 | J(2) | 2,200(5) | D | $0.5(5) | 0 | I | Held by Spouse(6) | ||
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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 | ||||||||
| Class B Common Stock | (7) | 07/17/2024 | C(1) | 1,806,376 | (7) | (7) | Class A Common Stock | 1,806,376 | $0 | 0 | D | ||||
| Employee stock option (right to buy) | $6.9 | 07/18/2024 | J(2) | 443(8) | (9) | 02/26/2030 | Class A Common Stock | 443 | $0 | 0 | D | ||||
| Employee stock option (right to buy) | $135.6 | 07/18/2024 | J(2) | 86,774(8) | (10) | 09/20/2031 | Class A Common Stock | 86,774 | $0 | 0 | D | ||||
| Employee stock option (right to buy) | $78.15 | 07/18/2024 | J(2) | 28,924(8) | (10) | 01/20/2032 | Class A Common Stock | 28,924 | $0 | 0 | D | ||||
| Convertible Notes | $0.808(11) | 07/18/2024 | J(2) | $2,210,000 | (11) | 11/13/2025 | Class A Common Stock | 2,814,012 | $2,210,000 | 0 | I | Held by Trust(12) | |||
| Warrants | $0.808(13) | 07/18/2024 | J(2) | 866,168 | 11/21/2023(13) | 11/21/2028 | Class A Common Stock | 866,337 | $0.125 | 0 | I | Held by Trust(12) | |||
| Explanation of Responses: |
| 1. Each share of Class B Common Stock was convertible into one (1) fully paid and nonassessable share of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") at the option of the holder thereof at any time upon written notice to the issuer. Immediately preceding the Merger (as defined below), such shares of Class B Common Stock, par value $0.0001 per share (the "Class B Common Stock") were converted into an identical number of newly issued shares of Class A Common Stock. |
| 2. 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"). |
| 3. Pursuant to a rollover agreement entered into, and in connection with, the Merger, such shares of Class A Common Stock were converted into newly issued shares of Series A preferred stock, par value $0.0001 per share, of Parent (the "Parent Series A Preferred Stock"). |
| 4. In connection with the consummation of the Merger and pursuant to the Merger Agreement and the termination of the issuer's 2021 Omnibus Incentive Plan contemplated thereunder, the Reportion Person's unvested restricted stock unit awards were cancelled in exchange for no consideration. |
| 5. 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 in cash, without interest. |
| 6. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. |
| 7. Each share of Class B Common Stock was convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the issuer. |
| 8. In connection with the consummation of the Merger and pursuant to the Merger Agreement, the stock options (all of which had a per share exercise price greater than the merger consideration of $0.50 per share in cash) were cancelled in exchange for no consideration. |
| 9. Fully vested and exercisable. |
| 10. 25% of such stock options vested on August 15, 2022. The remaining 75% of such stock options have been vesting and were scheduled to vest in substantially equal quarterly installments beginning on November 15, 2022 and ending on August 15, 2025. |
| 11. On November 21, 2023, the Reporting Person purchased convertible notes, aggregate principal amount $2,000,000, from the issuer (the "Convertible Notes"). On February 26, 2024, the Reporting Person purchased additional Convertible Notes, aggregate principal amount $150,000, from the issuer. On June 28, 2024, the Reporting Person purchased additional Convertible Notes, aggregate principal amount $60,000, from the issuer. The Convertible Notes were convertible into shares of Class A Common Stock at the option of the holder at an initial conversion price of $0.808 per share and accrued interest payable in kind. Upon consummation of the Merger and pursuant to a noteholder conversion agreement entered into, and in connection with, the Merger, such Convertible Notes (including accrued interest thereon) were converted into newly issued shares of Parent Series A Preferred Stock at a price of $0.404 per share. |
| 12. The securities held hereby were owned by Chris Kemp Living Trust, a trust organized under the laws of California, for which the Reporting Person is the sole trustee. |
| 13. On November 21, 2023, the Reporting Person purchased 866,337 warrants from the Issuer at a price of $0.125 per warrant. Each warrant was immediately exercisable on a one-to-one basis for Class A Common Stock at a price of $0.808 per share. 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 at a price of $0.404 per share. |
| Remarks: |
| Chief Executive Officer and Chairman |
| /s/ Chris Kemp | 07/19/2024 | |
| ** 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. | ||