SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JANI AMISH A

(Last) (First) (Middle)
100 5TH AVE, 3RD FLOOR

(Street)
NEW YORK NY 10011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Starry Group Holdings, Inc. [ STRY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
Class A common stock 03/29/2022 A 9,565,341 A (1) 9,565,341 I By FirstMark Capital III, L.P.(2)
Class A common stock 03/29/2022 A 4,548,440 A (1) 4,548,440 I By FirstMark Capital OF I L.P.(3)
Class A common stock 03/29/2022 A 2,695,372 A (1) 2,695,372 I By FirstMark Capital OF II, L.P.(4)
Class A common stock 03/29/2022 A 2,582,691 A (1) 2,582,691 I By FirstMark Capital OF III, L.P.(5)
Class A common stock 03/29/2022 A 3,893,974 A (1) 3,893,974 I By FirstMark Capital S1, L.P.(6)
Class A common stock 03/29/2022 A 1,280,000 A (1) 1,280,000 I By FirstMark Capital S2, L.P.(7)
Class A common stock 6,685,613 I By FirstMark Horizon Sponsor LLC(8)
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 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: 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
1. Name and Address of Reporting Person*
JANI AMISH A

(Last) (First) (Middle)
100 5TH AVE, 3RD FLOOR

(Street)
NEW YORK NY 10011

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HEITZMANN RICHARD R

(Last) (First) (Middle)
C/O FIRSTMARK HORIZON ACQUISITION CORP.
100 5TH AVE, 3RD FLOOR

(Street)
NEW YORK, NY 10011

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated as of October 6, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the "Merger Agreement") by and among FirstMark Horizon Acquisition Corp., Sirius Merger Sub, Inc., Starry, Inc. ("Starry"), and Starry Group Holdings, Inc. (the "Issuer"), all outstanding Starry capital stock held by the FirstMark entities reported herein was cancelled and automatically converted into the right to receive a number of shares Class A Common Stock of the Issuer equal to the applicable exchange ratio (as described in the Merger Agreement).
2. Richard Heitzmann and Amish Jani are the managing members of FirstMark Capital III GP, LLC, the general partner of FirstMark Capital III, L.P., and may be deemed to beneficially own the shares held by FirstMark Capital III, L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital III, L.P., except to the extent of such person's pecuniary interest therein.
3. Messrs. Heitzmann and Jani are the managing members of FirstMark Capital OF I GP, LLC, the general partner of FirstMark Capital OF I L.P., and may be deemed to beneficially own the shares held by FirstMark Capital OF I L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital OF I L.P., except to the extent of such person's pecuniary interest therein.
4. Messrs. Heitzmann and Jani are the managing members of FirstMark Capital OF II GP, LLC, the general partner of FirstMark Capital OF II L.P., and may be deemed to beneficially own the shares held by FirstMark Capital OF II L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital OF II L.P., except to the extent of such person's pecuniary interest therein.
5. Messrs. Heitzmann and Jani are the managing members of FirstMark Capital OF III GP, LLC, the general partner of FirstMark Capital OF III L.P., and may be deemed to beneficially own the shares held by FirstMark Capital OF III L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital OF III L.P., except to the extent of such person's pecuniary interest therein.
6. Messrs. Heitzmann and Jani are the managing members of FirstMark Capital S1 GP, LLC, the general partner of FirstMark Capital S1, L.P., and may be deemed to beneficially own the shares held by FirstMark Capital S1, L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital S1, L.P., except to the extent of such person's pecuniary interest therein.
7. Messrs. Heitzmann and Jani are the managing members of FirstMark Capital S2 GP, LLC, the general partner of FirstMark Capital S2, L.P., and may be deemed to beneficially own the shares held by FirstMark Capital S2, L.P. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Capital S2, L.P., except to the extent of such person's pecuniary interest therein.
8. Messrs. Heitzmann and Jani are the managers of FirstMark Horizon Sponsor LLC and may be deemed to beneficially own the shares held by FirstMark Horizon Sponsor LLC. Each of Messrs. Heitzmann and Jani disclaims beneficial ownership of the shares held by FirstMark Horizon Sponsor LLC, except to the extent of such person's pecuniary interest therein.
/s/ Amish Jani 03/31/2022
/s/ Amish Jani, as attorney-in-fact for Richard Heitzmann 03/31/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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