4//SEC Filing
Freedman Edward K. 4
Accession 0001213900-21-044227
CIK 0001781162other
Filed
Aug 22, 8:00 PM ET
Accepted
Aug 23, 10:58 AM ET
Size
18.3 KB
Accession
0001213900-21-044227
Insider Transaction Report
Form 4
Momentus Inc.SRACU
Freedman Edward K.
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-08-12+3,886,029→ 4,381,029 total(indirect: See Footnote) - Conversion
Class A Common Stock
2021-08-12+176,471→ 176,471 total(indirect: See Footnote) - Conversion
Class B Common Stock
2021-08-12−3,886,029→ 0 total(indirect: See Footnote)→ Class A Common Stock (3,886,029 underlying) - Purchase
Class A Common Stock
2021-08-12$10.00/sh+1,300,000$13,000,000→ 1,476,471 total(indirect: See Footnote) - Other
Class B Common Stock
2021-08-12−250,000→ 3,886,029 total(indirect: See Footnote)→ Class A Common Stock (250,000 underlying) - Conversion
Class B Common Stock
2021-08-12−176,471→ 0 total(indirect: See Footnote)→ Class A Common Stock (176,471 underlying)
Footnotes (5)
- [F1]As described in the Issuer's registration statement on Form S-1 (File No. 333-233980) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. On August 12, 2021, the Issuer completed its initial business combination (the "Business Combination") with Momentus Inc., a Delaware corporation ("Momentus"). In connection with the Business Combination, each share of Class B common stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock
- [F2]Brian Kabot, Juan Manuel Quiroga and Edward Freedman are the managers of SRC-NI Holdings LLC (the "Sponsor") and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of them may be deemed to share beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F3]Stable Road Capital LLC is the managing member (the "Managing Member") of SRAC PIPE Partners LLC. Edward Freedman is the sole member of the Managing Member. As such, the reporting person may be deemed to possess beneficial ownership of the securities held directly by SRAC PIPE Partners LLC. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
- [F4]Represents 1,000,000 shares of the Issuer's Class A Common Stock acquired pursuant to a subscription agreement by and among SRAC PIPE Partners LLC, the Issuer and Momentus; and 300,000 shares of the Issuer's Class A Common Stock acquired pursuant to a subscription agreement by and among Stable Road Capital LLC, the Issuer and Momentus
- [F5]Represents shares of Class B common stock relinquished and forfeited by the Sponsor upon the closing of the Business Combination pursuant to a settlement agreement with the Securities and Exchange Commission.
Documents
Issuer
Momentus Inc.
CIK 0001781162
Entity typeother
Related Parties
1- filerCIK 0001786735
Filing Metadata
- Form type
- 4
- Filed
- Aug 22, 8:00 PM ET
- Accepted
- Aug 23, 10:58 AM ET
- Size
- 18.3 KB