0000899243-21-035599.txt : 20210910
0000899243-21-035599.hdr.sgml : 20210910
20210910215540
ACCESSION NUMBER: 0000899243-21-035599
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210909
FILED AS OF DATE: 20210910
DATE AS OF CHANGE: 20210910
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COHEN JONATHAN Z
CENTRAL INDEX KEY: 0001168756
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39113
FILM NUMBER: 211248424
MAIL ADDRESS:
STREET 1: 1845 WALNUT STREET, 10TH FLOOR
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Osprey Sponsor II, LLC
CENTRAL INDEX KEY: 0001753543
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39113
FILM NUMBER: 211248423
BUSINESS ADDRESS:
STREET 1: 1845 WALNUT STREET
STREET 2: 10TH FLOOR
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
BUSINESS PHONE: 2157173344
MAIL ADDRESS:
STREET 1: 1845 WALNUT STREET
STREET 2: 10TH FLOOR
CITY: PHILADELPHIA
STATE: PA
ZIP: 19103
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BlackSky Technology Inc.
CENTRAL INDEX KEY: 0001753539
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
IRS NUMBER: 831833760
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 13241 WOODLAND PARK ROAD
STREET 2: SUITE 300
CITY: HERNDON
STATE: VA
ZIP: 20171
BUSINESS PHONE: 571-267-1571
MAIL ADDRESS:
STREET 1: 13241 WOODLAND PARK ROAD
STREET 2: SUITE 300
CITY: HERNDON
STATE: VA
ZIP: 20171
FORMER COMPANY:
FORMER CONFORMED NAME: Osprey Technology Acquisition Corp.
DATE OF NAME CHANGE: 20190619
FORMER COMPANY:
FORMER CONFORMED NAME: Osprey Energy Acquisition Corp. II
DATE OF NAME CHANGE: 20180928
FORMER COMPANY:
FORMER CONFORMED NAME: Osprey Acquisition Corp. II
DATE OF NAME CHANGE: 20180918
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-09-09
1
0001753539
BlackSky Technology Inc.
BKSY
0001168756
COHEN JONATHAN Z
C/O OSPREY SPONSOR II, LLC
1845 WALNUT STREET, SUITE 1111
PHILADELPHIA
PA
19103
0
0
0
1
Former Co-Chairman
0001753543
Osprey Sponsor II, LLC
C/O OSPREY TECHNOLOGY ACQUISITION CORP.
1845 WALNUT STREET, 10TH FLOOR
PHILADELPHIA
PA
19103
0
0
1
0
Class A Common Stock
2021-09-09
4
M
0
7906250
A
7906250
I
By Osprey Sponsor II, LLC
Class B Common Stock
2021-09-09
4
M
0
7906250
D
Class A Common Stock
7906250
0
I
By Osprey Sponsor II, LLC
Warrants
2021-09-09
4
A
0
8325000
A
2026-09-09
Class A Common Stock
8325000
8325000
I
By Osprey Sponsor II, LLC
On September 9, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of February 17, 2021 (the "Merger Agreement"), by and among the Issuer (f/k/a Osprey Technology Acquisition Corp.), Osprey Technology Merger Sub, Inc. ("Merger Sub"), and BlackSky Holdings, Inc. ("Old BlackSky"), Merger Sub merged with and into Old BlackSky with Old BlackSky surviving as a wholly owned subsidiary of the Issuer (the "Merger"). In connection with and upon consummation of the Merger, each of the Issuer's outstanding shares of Class B Common Stock automatically converted into one share of Class A Common Stock.
In connection with the Issuer's initial public offering and pursuant to the Private Placement Warrant Purchase Agreement, dated as of October 31, 2019, by and between the Issuer and Osprey Sponsor II, LLC (the "Sponsor"), the Sponsor purchased an aggregate of 8,325,000 warrants from the Issuer to purchase 8,325,000 shares of Class A Common Stock (the "Private Placement Warrants") for a price of $1.00 per Private Placement Warrant. Upon consummation of the Merger, the Private Placement Warrants became exercisable, beginning 30 days after the closing of the Merger, for one share of Class A Common Stock at an exercise price of $11.50 per share.
(Continued from footnote 2) Pursuant to the Sponsor Support Agreement, dated as of February 17, 2021, by and among the Issuer, Old BlackSky and the Sponsor, the Sponsor, solely in its capacity as a stockholder of the Issuer, has agreed not to exercise 50% of the Private Placement Warrants held by the Sponsor unless and until the Class A Common Stock issued upon conversion of such warrants reaches a trading price of $20.00 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Merger.
/s/ Mark E. Rosenstein, as Attorney-in-Fact
2021-09-10
/s/ Mark E. Rosenstein, as Attorney-in-Fact for Jonathan Z. Cohen, Manager of Osprey Sponsor II, LLC
2021-09-10