FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
COHEN JONATHAN Z
  2. Issuer Name and Ticker or Trading Symbol
BlackSky Technology Inc. [BKSY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former Co-Chairman
(Last)
(First)
(Middle)
C/O OSPREY SPONSOR II, LLC, 1845 WALNUT STREET, SUITE 1111
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2021
(Street)

PHILADELPHIA, PA 19103
4. If Amendment, Date Original Filed(Month/Day/Year)
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 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)
Code V Amount (A) or (D) Price
Class A Common Stock 09/09/2021   M   7,906,250 A (1) 7,906,250 I By Osprey Sponsor II, LLC

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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 Underlying Securities
(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 of Derivative Security: 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 (1) 09/09/2021   M     7,906,250   (1)   (1) Class A Common Stock 7,906,250 (1) 0 I By Osprey Sponsor II, LLC
Warrants (2) (3) 09/09/2021   A   8,325,000     (2)(3) 09/09/2026 Class A Common Stock 8,325,000 (2) (3) 8,325,000 I By Osprey Sponsor II, LLC

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
COHEN JONATHAN Z
C/O OSPREY SPONSOR II, LLC
1845 WALNUT STREET, SUITE 1111
PHILADELPHIA, PA 19103
      Former Co-Chairman
Osprey Sponsor II, LLC
C/O OSPREY TECHNOLOGY ACQUISITION CORP.
1845 WALNUT STREET, 10TH FLOOR
PHILADELPHIA, PA 19103
    X    

Signatures

 /s/ Mark E. Rosenstein, as Attorney-in-Fact   09/10/2021
**Signature of Reporting Person Date

 /s/ Mark E. Rosenstein, as Attorney-in-Fact for Jonathan Z. Cohen, Manager of Osprey Sponsor II, LLC   09/10/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On September 9, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of February 17, 2021 (the "Merger Agreement"), by and among the Issuer (f/k/a Osprey Technology Acquisition Corp.), Osprey Technology Merger Sub, Inc. ("Merger Sub"), and BlackSky Holdings, Inc. ("Old BlackSky"), Merger Sub merged with and into Old BlackSky with Old BlackSky surviving as a wholly owned subsidiary of the Issuer (the "Merger"). In connection with and upon consummation of the Merger, each of the Issuer's outstanding shares of Class B Common Stock automatically converted into one share of Class A Common Stock.
(2) In connection with the Issuer's initial public offering and pursuant to the Private Placement Warrant Purchase Agreement, dated as of October 31, 2019, by and between the Issuer and Osprey Sponsor II, LLC (the "Sponsor"), the Sponsor purchased an aggregate of 8,325,000 warrants from the Issuer to purchase 8,325,000 shares of Class A Common Stock (the "Private Placement Warrants") for a price of $1.00 per Private Placement Warrant. Upon consummation of the Merger, the Private Placement Warrants became exercisable, beginning 30 days after the closing of the Merger, for one share of Class A Common Stock at an exercise price of $11.50 per share.
(3) (Continued from footnote 2) Pursuant to the Sponsor Support Agreement, dated as of February 17, 2021, by and among the Issuer, Old BlackSky and the Sponsor, the Sponsor, solely in its capacity as a stockholder of the Issuer, has agreed not to exercise 50% of the Private Placement Warrants held by the Sponsor unless and until the Class A Common Stock issued upon conversion of such warrants reaches a trading price of $20.00 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Merger.

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