Hawkeye 360 Inc.

05/12/2026 | Press release | Distributed by Public on 05/12/2026 14:16

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Spoto Mark
2. Issuer Name and Ticker or Trading Symbol
HawkEye 360, Inc. [HAWK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O HAWKEYE 360, INC., 450 SPRINGPARK PLACE, SUITE 500
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026
(Street)
HERNDON, VA 20170
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Common Stock 05/08/2026 C 2,279,591 A (1) 2,319,211 I See footnote(2)
Common Stock 05/08/2026 C 1,389,294 A (1) 1,413,578 I See footnote(3)
Common Stock 05/08/2026 C 789,044 A (1) 960,042 I See footnote(4)
Common Stock 05/08/2026 M 10,867 A (5) 970,909 I See footnote(4)
Common Stock 05/08/2026 D 4,671 D (5) 966,238 I See footnote(4)
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)
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
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Spoto Mark
C/O HAWKEYE 360, INC.
450 SPRINGPARK PLACE, SUITE 500
HERNDON, VA 20170
X

Signatures

/s/ Michael S. Turner, Attorney-in-Fact 05/12/2026
**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) 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.
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.
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