SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

KEMP CHRIS

(Last)

(First)

(Middle)

C/O ASTRA SPACE, INC.

1900 SKYHAWK STREET

(Street)

ALAMEDA

94501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Astra Space, Inc. [ ASTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								72,465⁽¹⁾	D
Class A Common Stock								2,200⁽¹⁾	I	Held by Spouse⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	1,806,376⁽¹⁾		1,806,376⁽¹⁾	D
Employee stock option (right to buy)	$6.9⁽⁴⁾							⁽⁵⁾	02/26/2030	Class A Common Stock	443⁽⁴⁾		443⁽⁴⁾	D
Employee stock option (right to buy)	$135.6⁽⁴⁾							⁽⁶⁾	09/20/2031	Class A Common Stock	86,774⁽⁴⁾		86,774⁽⁴⁾	D
Class A Common Stock	$78.15⁽⁴⁾							⁽⁷⁾	01/20/2032	Class A Common Stock	28,924⁽⁴⁾		28,924⁽⁴⁾	D

Explanation of Responses:

1. The number of shares beneficially owned reflects the 1-for-15 reverse stock split effected September 13, 2023.

2. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. Each share of Class B Common Stock is 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 Company. Each applicable share of Class B Common Stock shall automatically convert into one (1) fully paid and nonassessable share of Class A Common Stock upon the occurrence of certain events pursuant to the Company's Second Amended and Restated Certificate of Incorporation, as amended from time to time.

4. The per share exercise price and number of shares subject to the option reflect the 1-for-15 reverse stock split effected September 13, 2023.

5. Fully vested and exercisable, each for one (1) share of Class A Common Stock.

6. Received pursuant to the Astra Space, Inc. Omnibus Plan on September 20, 2021. The Stock Options vested 25% on August 15, 2022, and then in substantially equal quarterly installments beginning on November 15, 2022. The Stock Options will be fully vested on August 15, 2025.

7. Received pursuant to the Astra Space, Inc. Omnibus Plan on January 20, 2022. The Stock Options vested 25% on August 15, 2022, and then in substantially equal quarterly installments beginning on November 15, 2022. The Stock Options will be fully vested on August 15, 2025.

	/s/ Chris Kemp	09/30/2023
	** 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.

SEC Form 4 filed by Kemp Chris