05/12/2026 | Press release | Distributed by Public on 05/12/2026 14:16
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FORM 4
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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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| 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) | ||
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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 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 | ||||||||
| Series A-2 Preferred Stock | (1) | 05/08/2026 | C | 1,371,302 | (1) | (1) | Common Stock | 1,371,302 | $ 0 | 0 | I | See Footnote(2) | |||
| Series A-2 Preferred Stock | (1) | 05/08/2026 | C | 835,740 | (1) | (1) | Common Stock | 835,740 | $ 0 | 0 | I | See Footnote(3) | |||
| Series A-3 Preferred Stock | (1) | 05/08/2026 | C | 311,186 | (1) | (1) | Common Stock | 311,186 | $ 0 | 0 | I | See Footnote(2) | |||
| Series A-3 Preferred Stock | (1) | 05/08/2026 | C | 189,652 | (1) | (1) | Common Stock | 189,652 | $ 0 | 0 | I | See Footnote(3) | |||
| Series B Preferred Stock | (1) | 05/08/2026 | C | 513,701 | (1) | (1) | Common Stock | 513,701 | $ 0 | 0 | I | See Footnote(2) | |||
| Series B Preferred Stock | (1) | 05/08/2026 | C | 313,073 | (1) | (1) | Common Stock | 313,073 | $ 0 | 0 | I | See Footnote(3) | |||
| Series C Preferred Stock | (1) | 05/08/2026 | C | 343,934 | (1) | (1) | Common Stock | 343,934 | $ 0 | 0 | I | See Footnote(4) | |||
| Series D Preferred Stock | (1) | 05/08/2026 | C | 221,391 | (1) | (1) | Common Stock | 221,391 | $ 0 | 0 | I | See Footnote(4) | |||
| Series D-1 Preferred Stock | (1) | 05/08/2026 | C | 83,402 | (1) | (1) | Common Stock | 83,402 | $ 0 | 0 | I | See Footnote(2) | |||
| Series D-1 Preferred Stock | (1) | 05/08/2026 | C | 50,829 | (1) | (1) | Common Stock | 50,829 | $ 0 | 0 | I | See Footnote(3) | |||
| Series D-1 Preferred Stock | (1) | 05/08/2026 | C | 223,719 | (1) | (1) | Common Stock | 223,719 | $ 0 | 0 | I | See Footnote(4) | |||
| Warrant to Purchase Common Stock | $11.1747 | 05/08/2026 | M | 10,867 | (5) | (5) | Common Stock | 10,867 | $ 0 | 0 | I | See Footnote(4) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Spoto Mark C/O HAWKEYE 360, INC. 450 SPRINGPARK PLACE, SUITE 500 HERNDON, VA 20170 |
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| /s/ Michael S. Turner, Attorney-in-Fact | 05/12/2026 | |
| **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) | The Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series D-1 Preferred Stock automatically converted into common stock upon the closing of the Issuer's initial public offering (IPO) for no additional consideration, on a 1-for-1 basis, and had no expiration date. |
| (2) | These securities are owned directly by Razor's Edge Fund II, LP. Razor's Edge Ventures II, LLC is the general partner of Razor's Edge Fund II, LP. The reporting person is a managing member of Razor's Edge Ventures II, LLC and may be deemed to be the beneficial owner of the securities held by Razor's Edge Fund II, LP. The reporting person disclaims beneficial ownership of the securities held by Razor's Edge Fund II, LP except to the extent of his pecuniary interest therein. |
| (3) | These securities are owned directly by Razor's Edge Fund II-A, LP. Razor's Edge Ventures II, LLC is the general partner of Razor's Edge Fund II-A, LP. The reporting person is a managing member of Razor's Edge Ventures II, LLC and may be deemed to be the beneficial owner of the securities held by Razor's Edge Fund II-A, LP. The reporting person disclaims beneficial ownership of the securities held by Razor's Edge Fund II-A, LP except to the extent of his pecuniary interest therein. |
| (4) | These securities are owned directly by REII Sidecar 2, LLC. Razor's Edge Ventures II, LLC is the manager of REII Sidecar 2, LLC. The reporting person is a managing member of Razor's Edge Ventures II, LLC and may be deemed to be the beneficial owner of the securities held by REII Sidecar 2, LLC. The reporting person disclaims beneficial ownership of the securities held by REII Sidecar 2, LLC except to the extent of his pecuniary interest therein. |
| (5) | The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $11.1747 per share. The holder paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 4,671 of the warrant shares to pay the exercise price and issuing to the holder the remaining 6,196 shares. |