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^*

Lundregan William J

(Last)

(First)

(Middle)

C/O STARRY GROUP HOLDINGS, INC.

38 CHAUNCY STREET, SUITE 200

(Street)

BOSTON

02111

(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)

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

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)

X	Form filed by One Reporting Person
	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	03/29/2022		A		87,621	A	⁽¹⁾	87,621	D

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)
Stock Option (Right to Buy)	$0.42	03/29/2022		A		572,803		⁽²⁾	07/17/2026	Class A Common Stock	572,803	⁽¹⁾	572,803	D
Stock Option (Right to Buy)	$2.88	03/29/2022		A		92,039		⁽³⁾	04/09/2029	Class A Common Stock	92,039	⁽¹⁾	92,039	D

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 the Starry Group Holdings, Inc. (the "Issuer"), (i) all outstanding Starry capital stock held by the Reporting Person 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) and (ii) each outstanding Starry equity award was converted into a corresponding equity award of the Issuer, on the same terms and conditions as were applicable to the Starry equity award, based on the applicable exchange ratio (determined in accordance with the Merger Agreement).

2. The option is fully vested and exercisable.

3. The option vested and became exercisable as to 25% of the underlying shares on May 10, 2020 and the remainder has vested and will continue to vest in 36 substantially equal monthly installments thereafter.

Remarks:

Executive Vice President, Chief Legal Officer and Secretary

	/s/ William Lundregan	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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