| 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
Airspan Networks Holdings Inc. [ MIMO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/13/2021 | ||||||||||||||||||||||||||
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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 | ||||||
| Common Stock | 08/13/2021 | A | 25,359 | A | (1) | 25,359 | D | |||
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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 | ||||||||
| Restricted Stock Units | (2) | 08/13/2021 | A | 57,750 | (3) | (3) | Common Stock | 57,750 | $0 | 57,750 | D | ||||
| Stock Option (right to buy) | $1.94 | 08/13/2021 | A | 7,332 | 08/13/2021 | 06/09/2024 | Common Stock | 7,332 | (4) | 7,332 | D | ||||
| Stock Option (right to buy) | $2.53 | 08/13/2021 | A | 10,389 | 08/13/2021 | 11/04/2024 | Common Stock | 10,389 | (5) | 10,389 | D | ||||
| Stock Option (right to buy) | $2.53 | 08/13/2021 | A | 8,330 | 08/13/2021 | 01/29/2025 | Common Stock | 8,330 | (6) | 8,330 | D | ||||
| Stock Option (right to buy) | $2.66 | 08/13/2021 | A | 11,162 | 08/13/2021 | 02/03/2026 | Common Stock | 11,162 | (7) | 11,162 | D | ||||
| Stock Option (right to buy) | $3.36 | 08/13/2021 | A | 23,473 | (8) | 04/27/2027 | Common Stock | 23,473 | (9) | 23,473 | D | ||||
| Stock Option (right to buy) | $5.42 | 08/13/2021 | A | 28,999 | (10) | 01/29/2029 | Common Stock | 28,999 | (11) | 28,999 | D | ||||
| Stock Option (right to buy) | $3.96 | 08/13/2021 | A | 29,357 | (12) | 02/11/2030 | Common Stock | 29,357 | (13) | 29,357 | D | ||||
| Stock Option (right to buy) | $6.29 | 08/13/2021 | A | 13,533 | (14) | 01/28/2031 | Common Stock | 13,533 | (15) | 13,533 | D | ||||
| Explanation of Responses: |
| 1. Received in exchange for 4,396 restricted shares of Airspan Networks Inc. ("Legacy Airspan") common stock in connection with the merger of Artemis Merger Sub Corp. ("Merger Sub") with and into Legacy Airspan (the "Merger") pursuant to that certain Business Combination Agreement, dated as of March 8, 2021, by and among Airspan Networks Holdings Inc. (f/k/a New Beginnings Acquisition Corp.), Legacy Airspan and Merger Sub. |
| 2. Each restricted stock unit ("RSU") represents a right to receive one share of Airspan Networks Holdings Inc. common stock. |
| 3. The RSUs vest on the earliest to occur of (a) August 13, 2022, (b) Mr. Flynn's death, (c) Mr. Flynn's disability and (d) Mr. Flynn's qualifying separation, provided that Mr. Flynn continues to be a director of Airspan Networks Holdings Inc. through such date or event. |
| 4. Received in the Merger in exchange for a stock option to acquire 1,271 shares of Legacy Airspan common stock for $11.22 per share. |
| 5. Received in the Merger in exchange for a stock option to acquire 1,801 shares of Legacy Airspan common stock for $14.61 per share. |
| 6. Received in the Merger in exchange for a stock option to acquire 1,444 shares of Legacy Airspan common stock for $14.61 per share. |
| 7. Received in the Merger in exchange for a stock option to acquire 1,935 shares of Legacy Airspan common stock for $15.32 per share |
| 8. The stock option vests as to 25% on April 27, 2018, and in 36 equal monthly installments thereafter. |
| 9. Received in the Merger in exchange for a stock option to acquire 4,069 shares of Legacy Airspan common stock for $19.37 per share. |
| 10. The stock option vests as to 25% on January 29, 2020, and in 36 equal monthly installments thereafter. |
| 11. Received in the Merger in exchange for a stock option to acquire 5,027 shares of Legacy Airspan common stock for $31.26 per share. |
| 12. The stock option vests as to 25% on February 11, 2021, and in 36 equal monthly installments thereafter. |
| 13. Received in the Merger in exchange for a stock option to acquire 5,089 shares of Legacy Airspan common stock for $22.86 per share. |
| 14. The stock option vests as to 25% on January 28, 2022, and in 36 equal monthly installments thereafter. |
| 15. Received in the Merger in exchange for a stock option to acquire 2,346 shares of Legacy Airspan common stock for $36.30 per share. |
| /s/ David Brant, Attorney-in-Fact | 08/13/2021 | |
| ** 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. | ||