SEC Info - American Tower Corp./MA, et al. - ‘3’ for 4/16/21 re: AST SpaceMobile, Inc.

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

OMB APPROVAL

OMB Number:

3235-0104

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AMERICAN TOWER CORP /MA/

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2021

3. Issuer Name and Ticker or Trading Symbol
AST SpaceMobile, Inc. [ASTS]

(Last)

(First)

(Middle)

116 HUNTINGTON AVENUE

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

_____ Director

_____ 10% Owner

_____ Officer (give title below)

__X__ Other (specify below)

Member of 10% owner group

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

(Street)

BOSTON, MA 02116

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

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

2,500,000

See Explanation of Responses ⁽¹⁾

Class B Common Stock

2,170,657

See Explanation of Responses ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

SEC 1473 (7-02)

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 control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

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 of Derivative Security: 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

Common Units

⁽²⁾

Class A Common Stock

2,170,657

⁽²⁾

See Explanation of Responses ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

AMERICAN TOWER CORP /MA/
116 HUNTINGTON AVENUE
BOSTON, MA 02116

Member of 10% owner group

ATC TRS II LLC
116 HUNTINGTON AVENUE
BOSTON, MA 02116

Member of 10% owner group

Signatures

/s/ Michael McCormack, By: Michael McCormack, Authorized Person, American Tower Corporation

04/26/2021

^**Signature of Reporting Person

Date

/s/ Michael McCormack, By: Michael McCormack, Authorized Person, ATC TRS II LLC

04/26/2021

^**Signature of Reporting Person

Date

Explanation of Responses:

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).

(1)

ATC TRS II LLC ("TRS II"), a wholly-owned subsidiary of American Tower Corporation (together with TRS II, the "Reporting Persons"), directly holds (i) 2,500,000 shares of Class A Common Stock ("Class A Shares") of AST SpaceMobile, Inc. (the "Issuer") and (ii) 2,170,657 common units (the "Common Units") of AST & Science LLC ("AST LLC") and an equal number of Class B Common Stock ("Class B Shares") of the Issuer.

(2)

The Common Units, together with an equal number of Class B Shares, may be redeemed by the Reporting Person at any time on or after April 6, 2022 for Class A Shares on a one-to-one basis. The Common Units do not expire.

Remarks:
The Reporting Persons may be deemed to be members of a group (for purposes of Rule 13d-3 under the Exchange Act) with the other stockholders of the Issuer party to the Stockholders' Agreement, dated April 6, 2021, filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 12, 2021. The Reporting Persons disclaim beneficial ownership of any securities reported by any person except to the extent of their pecuniary interest therein. The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

American Tower Corp./MA, et al. – ‘3’ for 4/16/21 re: AST SpaceMobile, Inc.

On: Monday, 4/26/21, at 5:59pm ET · For: 4/16/21 · Accession #: 899243-21-16992 · File #: 1-39040

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

American Tower Corp./MA, et al. – ‘3’ for 4/16/21 re: AST SpaceMobile, Inc.

On: Monday, 4/26/21, at 5:59pm ET · For: 4/16/21 · Accession #: 899243-21-16992 · File #: 1-39040

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Reporting Owners

Signatures

Explanation of Responses:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34
Filing Table of Contents