Statement of Changes in Beneficial Ownership (4)
14 Dezembro 2020 - 7:10PM
Edgar (US Regulatory)
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
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
ERGEN CHARLES W |
2. Issuer Name and Ticker or Trading Symbol
CONX Corp.
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CONX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman |
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(Last)
(First)
(Middle)
5701 S. SANTA FE DR. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2020 |
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(Street)
LITTLETON, CO 80120
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) | 12/14/2020 | | J (2) | | | 2812500 | (1) | (1) | Class A Common Stock | 2812500 (1) | (2) | 18750000 (3) | I (3) | See footnotes |
| Explanation of Responses: |
| (1) | The Class B Common Stock will convert into shares of the Issuer's Class A Common Stock at the time of the Issuer's initial business combination on a one-for-one basis, subject to adjustment, as described under the heading "Description of Securities" in the Issuer's registration statement on Form S-1 (File No. 333-249223) and have no expiration date. |
| (2) | On December 14, 2020, nXgen Opportunities, LLC (the "Sponsor") forfeited at no cost 2,812,500 shares of the Issuer's Class B Common Stock in connection with the expiration of the underwriter's over-allotment option, as more fully described in the Issuer's registration statement on Form S-1 (File No. 333-249223). |
| (3) | The securities are held directly by the Sponsor. The Reporting Person controls the Sponsor. The Reporting Person disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
ERGEN CHARLES W
5701 S. SANTA FE DR.
LITTLETON, CO 80120 | X | X | Chairman |
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nXgen Opportunities, LLC
5701 S. SANTA FE DR.
LITTLETON, CO 80120 |
| X |
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Signatures
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| Charles W. Ergen, /s/ Kyle Jason Kiser, as attorney-in-fact | | 12/14/2020 |
| **Signature of Reporting Person | Date |
| nXgen Opportunities, LLC By: /s/ Kyle Jason Kiser | | 12/14/2020 |
| **Signature of Reporting Person | Date |
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