SEC Form 4: Firstmark Horizon Sponsor Llc converted options into 5,385,109 shares and returned 5,385,109 shares to the company
$FMAC
| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FirstMark Horizon Acquisition Corp. [ FMAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/28/2022 | ||||||||||||||||||||||||||
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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 | 03/28/2022 | M(1) | 5,385,109 | A | (1) | 5,385,109 | D(2) | |||
| Class A common stock | 03/28/2022 | D(3) | 5,385,109 | D | (3) | 0 | D(2) | |||
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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 | (4) | 03/28/2022 | M(1) | 10,230,000 | (4) | (4) | Class A common stock | 10,230,000 | (4) | 0 | D(2) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In connection with the issuer's business combination with Starry Group Holdings, Inc. (the "Business Combination"), all 10,230,000 shares of Class B common stock, par value $0.0001 per share ("Class B Share"), of the issuer held by the reporting owner, FirstMark Horizon Sponsor LLC (the "Sponsor"), were exchanged and converted into the number of shares of Class A common stock, par value $0.0001 per share ("Class A Share"), of the issuer equal to 6,685,613 divided by 1.2415 (the "Exchange Ratio"). |
| 2. The reporting owner, FirstMark Horizon Sponsor LLC (the "Sponsor"), in whose name the securities reported herein are held, is managed by its managers, Richard Heitzmann and Amish Jani. Messrs. Heitzmann and Jani may be deemed to beneficially own shares held by the Sponsor by virtue of their shared control over the Sponsor. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by the Sponsor, except to the extent of such person's pecuniary interest therein. |
| 3. In connection with the Business Combination, all 5,385,109 Class A Shares held by the Sponsor were canceled and converted into the right to receive the number of shares of Class A common stock, par value $0.0001 per share, of Starry Group Holdings, Inc. equal to the number of canceled Class A Shares multiplied by the Exchange Ratio. |
| 4. Class B Shares were convertible into Class A Shares on a one-for-one basis, subject to certain adjustment, and had no expiration date. |
| Remarks: |
| Messrs. Heitzmann and Jani, the managers of the Sponsor, serve on the board of directors of the issuer. For the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Sponsor may be deemed a director by deputization with respect to the issuer on the basis of the service of Messrs. Heitzmann and Jani on the issuer's board of directors. |
| FirstMark Horizon Sponsor LLC, by: /s/ Amish Jani, Manager | 03/28/2022 | |
| /s/ Amish Jani, as attorney-in-fact for Richard Heitzmann | 03/28/2022 | |
| /s/ Amish Jani | 03/28/2022 | |
| ** 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. | ||