SEC FORM 4

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^*

Prime Movers Lab Fund I LP

(Last)

(First)

(Middle)

P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Momentus Inc. [ MNTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	09/12/2023		S		1,136	D	$5.1885⁽⁷⁾	222,364	D⁽¹⁾⁽⁶⁾
Class A common stock	09/12/2023		S		450	D	$5.1885⁽⁷⁾	88,142	I	Held by Momentus PML SPV 1 LP⁽²⁾⁽⁶⁾
Class A common stock	09/12/2023		S		89	D	$5.1885⁽⁷⁾	17,367	I	Held by Momentus PML SPV 2 LP⁽³⁾⁽⁶⁾
Class A common stock	09/12/2023		S		220	D	$5.1885⁽⁷⁾	43,075	I	Held by Momentus PML SPV 3 LP⁽⁴⁾⁽⁶⁾
Class A common stock	09/12/2023		S		88	D	$5.1885⁽⁷⁾	17,159	I	Held by Prime Movers Growth Fund I LP⁽⁵⁾⁽⁶⁾
Class A common stock	09/13/2023		S		18,637	D	$4.5125⁽⁸⁾	203,727	D⁽¹⁾⁽⁶⁾
Class A common stock	09/13/2023		S		7,387	D	$4.5125⁽⁸⁾	80,755	I	Held by Momentus PML SPV 1 LP⁽²⁾⁽⁶⁾
Class A Common Stock	09/13/2023		S		1,456	D	$4.5125⁽⁸⁾	15,911	I	Held by Momentus PML SPV 2 LP⁽³⁾⁽⁶⁾
Class A Common Stock	09/13/2023		S		3,610	D	$4.5125⁽⁸⁾	39,465	I	Held by Momentus PML SPV 3 LP⁽⁴⁾⁽⁶⁾
Class A Common Stock	09/13/2023		S		1,438	D	$4.5125⁽⁸⁾	15,721	I	Held by Prime Movers Growth Fund I LP⁽⁵⁾⁽⁶⁾
Class A Common Stock	09/14/2023		S		81,055	D	$3.3558⁽⁹⁾	122,672	D⁽¹⁾⁽⁶⁾
Class A Common Stock	09/14/2023		S		32,129	D	$3.3558⁽⁹⁾	48,626	I	Held by Momentus PML SPV 1 LP⁽²⁾⁽⁶⁾
Class A Common Stock	09/14/2023		S		6,331	D	$3.3558⁽⁹⁾	9,580	I	Held by Momentus PML SPV 2 LP⁽³⁾⁽⁶⁾
Class A Common Stock	09/14/2023		S		15,702	D	$3.3558⁽⁹⁾	23,763	I	Held by Momentus PML SPV 3 LP⁽⁴⁾⁽⁶⁾
Class A Common Stock	09/14/2023		S		6,255	D	$3.3558⁽⁹⁾	9,466	I	Held by Prime Movers Growth Fund I LP⁽⁵⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Prime Movers Lab Fund I LP

(Last)

(First)

(Middle)

P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Sloss Dakin

(Last)

(First)

(Middle)

C/O PRIME MOVERS LAB, P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Prime Movers Growth Fund I LP

(Last)

(First)

(Middle)

P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Momentus PML SPV 1 LP

(Last)

(First)

(Middle)

C/O PRIME MOVERS LAB, P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

MOMENTUS PML SPV 2 LP

(Last)

(First)

(Middle)

C/O PRIME MOVERS LAB, P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Momentus PML SPV 3 LP

(Last)

(First)

(Middle)

C/O PRIME MOVERS LAB, P.O. BOX 12829

(Street)

JACKSON

83002

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Held by Prime Movers Lab Fund I LP ("PML"). Prime Movers Lab GP I LLC ("PML GP") is the general partner of PML.

2. Held by Momentus PML SPV 1 LP ("PML SPV 1"). PML GP is the general partner of PML SPV 1.

3. Held by Momentus PML SPV 2 LP ("PML SPV 2"). Prime Movers Lab GP II LLC ("PML GP II") is the general partner of PML SPV 2.

4. Held by Momentus PML SPV 3 LP ("PML SPV 3"). PML GP II is the general partner of PML SPV 3.

5. Held by Prime Movers Growth Fund I LP ("PM Growth"). Prime Movers Growth GP I LLC ("PM Growth GP") is the general partner of PM Growth.

6. Dakin Sloss is the manager of PML GP, PML GP II and PM Growth GP, and may be deemed to beneficially own the securities held by PML, PML SPV 1, PML SPV 2, PML SPV 3 and PM Growth. Mr. Sloss disclaims any beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein.

7. The price of $5.1885 per share represents a weighted average of purchase prices ranging from $4.74 to $5.45 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

8. The price of $4.5125 per share represents a weighted average of purchase prices ranging from $4.05 to $5.00 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

9. The price of $3.3558 per share represents a weighted average of purchase prices ranging from $3.10 to $4.23 per share. The reporting person undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

	/s/ Taylor Frankel, Authorized Person on behalf of the General Partner of each Reporting Person	09/14/2023
	Dakin Sloss /s/ Taylor Frankel, Attorney-in-fact	09/14/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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