Statement of Changes in Beneficial Ownership (4)
05 January 2022 - 9:16AM
Edgar (US Regulatory)
FORM 4
[X]
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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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
*
CANAAN X L.P. |
2. Issuer Name and Ticker or Trading Symbol
Astra Space, Inc.
[
ASTR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
285 RIVERSIDE AVENUE, STE. 250 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2021 |
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(Street)
WESTPORT, CT 06880
(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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| Class A Common Stock | 12/31/2021 | | J(1) | | 4200000 | D | (1) | 16489668 | D (2) | |
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 |
| Explanation of Responses: |
| (1) | On December 31, 2021, Canaan X L.P. (the "Canaan Fund") distributed, for no consideration, 4,200,000 shares of Class A Common Stock of the Issuer (the "Shares") to its limited partners and to Canaan Partners X LLC ("Canaan X"), the general partner of the Canaan Fund, representing each such partner's pro rata interest in the Shares held by the Canaan Fund. On the same date, Canaan X distributed, for no consideration, the Shares it received from the distribution to its members in an amount equal to each such member's pro rata interest in the Shares. The aforementioned distributions were made in accordance with the exemptions afforded by Rule 16a-13 and Rule 16a-9 of the Securities Exchange Act of 1934, as amended. |
| (2) | These reported securities are held directly by the Canaan Fund. Canaan X is the sole general partner of the Canaan Fund and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan X, collectively. Canaan X disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent of its pecuniary interest therein, if any. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
CANAAN X L.P.
285 RIVERSIDE AVENUE, STE. 250
WESTPORT, CT 06880 |
| X |
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Canaan Partners X LLC
285 RIVERSIDE AVENUE, STE. 250
WESTPORT, CT 06880 |
| X |
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Signatures
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| Canaan X L.P., By: Canaan Partners X LLC, its general partner, By: /s/ Nancy Levenson, Attorney-in-Fact | | 1/4/2021 |
| **Signature of Reporting Person | Date |
| Canaan Partners X LLC, By: /s/ Nancy Levenson, Attorney-in-Fact | | 1/4/2021 |
| **Signature of Reporting Person | Date |
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