0001123292-21-000627.txt : 20210416 0001123292-21-000627.hdr.sgml : 20210416 20210416214019 ACCESSION NUMBER: 0001123292-21-000627 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210406 FILED AS OF DATE: 20210416 DATE AS OF CHANGE: 20210416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VODAFONE GROUP PUBLIC LTD CO CENTRAL INDEX KEY: 0000839923 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39040 FILM NUMBER: 21832922 BUSINESS ADDRESS: STREET 1: VODAFONE HOUSE STREET 2: THE CONNECTION CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 2FN BUSINESS PHONE: 011-44-1635-33251 MAIL ADDRESS: STREET 1: VODAFONE HOUSE STREET 2: THE CONNECTION CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 2FN FORMER NAME: FORMER CONFORMED NAME: VODAFONE GROUP PUBLIC LIMITED CO DATE OF NAME CHANGE: 20020807 FORMER NAME: FORMER CONFORMED NAME: VODAFONE AIRTOUCH PUBLIC LIMITED CO DATE OF NAME CHANGE: 19990629 FORMER NAME: FORMER CONFORMED NAME: VODAFONE GROUP PUBLIC LIMITED CO DATE OF NAME CHANGE: 19960514 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vodafone Ventures Ltd CENTRAL INDEX KEY: 0001855428 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39040 FILM NUMBER: 21832923 BUSINESS ADDRESS: STREET 1: VODAFONE HOUSE, THE CONNECTION CITY: NEWBURY STATE: X0 ZIP: RG14 2FN BUSINESS PHONE: 44163533251 MAIL ADDRESS: STREET 1: VODAFONE HOUSE, THE CONNECTION CITY: NEWBURY STATE: X0 ZIP: RG14 2FN ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AST SpaceMobile, Inc. CENTRAL INDEX KEY: 0001780312 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6500 RIVERPLACE BOULEVARD CITY: AUSTIN STATE: TX ZIP: 78730 BUSINESS PHONE: 9179694834 MAIL ADDRESS: STREET 1: 6500 RIVERPLACE BOULEVARD CITY: AUSTIN STATE: TX ZIP: 78730 FORMER COMPANY: FORMER CONFORMED NAME: New Providence Acquisition Corp. DATE OF NAME CHANGE: 20190620 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2021-04-06 0 0001780312 AST SpaceMobile, Inc. ASTS 0001855428 Vodafone Ventures Ltd VODAFONE HOUSE, THE CONNECTION NEWBURY, BERKSHIRE X0 RG14 2FN UNITED KINGDOM 0 0 1 0 0000839923 VODAFONE GROUP PUBLIC LTD CO VODAFONE HOUSE, THE CONNECTION NEWBURY, BERKSHIRE X0 RG14 2FN UNITED KINGDOM 0 0 1 0 Class A Common Stock 1000000 D Class B Common Stock 9044454 D AST Common Units Class A Common Stock 9044454 D Represents 1,000,000 shares of Class A Common Stock, 9,044,454 shares of Class B Common Stock and 9,044,454 AST Common Units (as defined below), as applicable, in each case indirectly owned by Vodafone Group Plc and directly owned by its wholly-owned subsidiary Vodafone Ventures Limited. In connection with the closing of the business combination between New Providence Acquisition Corp. (now known as AST SpaceMobile, Inc., the "Issuer") and AST & Science LLC ("AST OpCo") on April 6, 2021, pursuant to the Fifth Amended & Restated Limited Liability Company Operating Agreement of AST & Science LLC, dated as of April 6, 2021, by and among AST OpCo, the Issuer, as the managing member of AST OpCo, and other members of AST OpCo ("A&R Operating Agreement"), each existing limited liability company common unit previously issued by AST OpCo (excluding specified incentive units) was reclassified and reissued by AST OpCo as new AST Common Units (the "AST Common Units") on a 1-to-14.50149869 basis. In addition, on April 6, 2021, each holder of AST Common Units received an equivalent number of shares of non-economic Class B Common Stock of the Issuer or Class C Common Stock of the Issuer, as applicable. From and after April 6, 2022, the Reporting Persons may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, at the election of the Issuer (in the Issuer's capacity as managing member of AST OpCo), under certain circumstances, a cash payment based on the value of Class A Common Stock, in accordance with the A&R Operating Agreement. The AST Common Units do not expire. The Reporting Persons may be deemed to be members of a group for the purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, that collectively beneficially owns more than 10% of the Class A Common Stock of the Issuer. The Reporting Persons expressly disclaim beneficial ownership of any securities of the Issuer owned by any persons other than the Reporting Persons. /s/ Edward Verner, M&A Executive, Vodafone Ventures Limited 2021-04-16 /s/ Rosemary Martin, Group General Counsel and Company Secretary, Vodafone Group Plc 2021-04-16