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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 | ||||||||
Warrants (right to buy) | $ 12.5 | 08/13/2021 | J | 1,264,993 | 08/13/2021 | 08/13/2023 | Common Stock | 1,264,993 | (1) | 1,264,993 | I | See footnote (2) | |||
Warrants (right to buy) | $ 12.5 | 08/13/2021 | J | 171,782 | 08/13/2021 | 08/13/2023 | Common Stock | 171,782 | (3) | 171,782 | I | See footnote (4) | |||
Warrants (right to buy) | $ 15 | 08/13/2021 | J | 1,264,993 | 08/13/2021 | 08/13/2023 | Common Stock | 1,264,993 | (1) | 1,264,993 | I | See footnote (2) | |||
Warrants (right to buy) | $ 15 | 08/13/2021 | J | 171,782 | 08/13/2021 | 08/13/2023 | Common Stock | 171,782 | (3) | 171,782 | I | See footnote (4) | |||
Warrants (right to buy) | $ 17.5 | 08/13/2021 | J | 1,264,993 | 08/13/2021 | 08/13/2023 | Common Stock | 1,264,993 | (1) | 1,264,993 | I | See footnote (2) | |||
Warrants (right to buy) | $ 17.5 | 08/13/2021 | J | 171,782 | 08/13/2021 | 08/13/2023 | Common Stock | 171,782 | (3) | 171,782 | I | See footnote (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CARANO BANDEL L C/O OAK INVESTMENT PARTNERS 901 MAIN AVENUE, SUITE 600 NORWALK, CT 06851 |
X | X | ||
Oak Investment Partners XI L P 901 MAIN AVENUE, SUITE 600 NORWALK, CT 06851 |
X | |||
Oak Investment Partners XIII, Limited Partnership 901 MAIN AVENUE, SUITE 600 NORWALK, CT 06851 |
X |
/s/ Bandel L. Carano | 08/13/2021 | |
**Signature of Reporting Person | Date | |
/s/ Bandel L. Carano, Managing Member of Oak Associates XI, LLC, the General Partner of Oak Investment Partners XI, Limited Partnership | 08/13/2021 | |
**Signature of Reporting Person | Date | |
/s/ Bandel L. Carano, Managing Member of Oak Associates XIII, LLC, the General Partner of Oak Investment Partners XIII, Limited Partnership | 08/13/2021 | |
**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) | Received in exchange for (a) 72,123 shares of Airspan Networks Inc. ("Legacy Airspan") Series B-1 Preferred Stock, (b) 416,667 shares of Legacy Airspan Series C-1 Preferred Stock, (c) 721,643 shares of Legacy Airspan Series D Preferred Stock, (d) 370,000 shares of Legacy Airspan Series D-2 Preferred Stock, (e) 162,141 shares of Legacy Airspan Series F Senior Preferred Stock and (f) 285,339 shares of Legacy Airspan Series G Senior Preferred Stock, in each case, in connection with the merger of Artemis Merger Sub Corp. ("Merger Sub") with and into Legacy Airspan (the "Merger") pursuant to that certain Business Combination Agreement, dated as of March 8, 2021, by and among Airspan Networks Holdings Inc. (f/k/a New Beginnings Acquisition Corp.), Legacy Airspan and Merger Sub. |
(2) | Represents securities directly owned by Oak Investment Partners XI, Limited Partnership ("Oak XI"). Bandel L. Carano is a member of Airspan Networks Holdings Inc.'s board of directors. The names of the parties who share power to vote and dispose of the securities held by Oak XI are Bandel L. Carano, Edward F. Glassmeyer, Frederic W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates XI, LLC, the General Partner of Oak XI. Bandel L. Carano and these individuals disclaim beneficial ownership with respect to such securities except to the extent of their pecuniary interest therein. |
(3) | Received in exchange for (a) 128,133 shares of Legacy Airspan Class B Common Stock, (b) 23,163 shares of Legacy Airspan Series F Senior Preferred Stock, (c) 134,512 shares of Legacy Airspan Series G Senior Preferred Stock, (d) 56,910 shares of Legacy Airspan Series H Senior Preferred Stock and (e) warrants exercisable for 28,455 shares of Legacy Airspan Series H Senior Preferred Stock, in each case, in connection with the Merger. |
(4) | Represents securities directly owned by Oak Investment Partners XIII, Limited Partnership ("Oak XIII"). Bandel L. Carano is a member of Airspan Networks Holdings Inc.'s board of directors. The names of the parties who share power to vote and dispose of the securities held by Oak XIII are Bandel L. Carano, Edward F. Glassmeyer, Frederic W. Harman and Ann H. Lamont, each of whom is a Managing Member of Oak Associates XIII, LLC, the General Partner of Oak XIII. Bandel L. Carano and these individuals disclaim beneficial ownership with respect to such securities except to the extent of their pecuniary interest therein. |