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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
JANA PARTNERS LLC 1330 AVENUE OF THE AMERICAS 31ST FLOOR NEW YORK, NY 10019 |
X | See Remarks |
/s/ JANA Partners LLC, by Jennifer Fanjiang, Partner, Chief Legal Officer and Chief Compliance Officer | 12/23/2021 | |
**Signature of Reporting Person | Date |
* | 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) | These securities are restricted stock units (RSUs) granted to David DiDomenico, a director of the Issuer and a partner of JANA Partners LLC ("JANA"), a private money management firm and are held by him for the benefit of JANA or have been, or will be, transferred directly to JANA or its affiliate. Each RSU represents a contingent right to receive one share of Class A Common Stock. The restricted stock units are granted pursuant to the BlackSky Technology Inc. 2021 Equity Incentive Plan. The number of restricted stock units was calculated based on the closing price of a share of BlackSky Technology Inc.'s Class A Common Stock on the New York Stock Exchange on December 10, 2021. The restricted stock units will vest in three equal installments on each of December 10, 2022; December 10, 2023; and December 10, 2024, in each case subject to David DiDomenico remaining a director through the applicable vesting date. |
(2) | The securities reported herein are held by an affiliate of JANA. Barry Rosenstein is the Managing Partner of JANA. |
(3) | The filing of this statement shall not be deemed an admission that either Reporting Person or Barry Rosenstein is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons and Barry Rosenstein expressly disclaim any beneficial ownership of any of the Issuer's securities reported herein except to the extent of its or his pecuniary interest therein. |
Remarks: This Form 4 is filed jointly by David DiDomenico, a director of the Issuer and JANA. David DiDomenico is a partner of JANA. JANA may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that Mr. DiDomenico currently serves on the board of directors of the Issuer. |