Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Attiq Martin

(Last)

(First)

(Middle)

C/O ASTRA SPACE, INC.

1900 SKYHAWK STREET

(Street)

ALAMEDA

94501

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Astra Space, Inc. [ ASTR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2024

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	07/18/2024		J⁽¹⁾		30,808⁽²⁾	D	$0.5	5,586	D
Class A Common Stock	07/18/2024		J⁽¹⁾		5,586⁽³⁾	D	$0	0	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)
Employee stock option (right to buy)	$135.6	07/18/2024		J⁽¹⁾			15,287⁽⁴⁾	⁽⁵⁾	09/20/2031	Class A Common Stock	15,287	$0	0	D
Employee stock option (right to buy)	$78.15	07/18/2024		J⁽¹⁾			5,095⁽⁴⁾	⁽⁵⁾	01/20/2032	Class A Common Stock	5,095	$0	0	D
Employee stock option (right to buy)	$7.3	07/18/2024		J⁽¹⁾			33,333⁽⁴⁾	⁽⁶⁾	03/08/2033	Class A Common Stock	33,333	$0	0	D
Employee stock option (right to buy)	$6.9	07/18/2024		J⁽¹⁾			58,000⁽⁴⁾	⁽⁷⁾	02/26/2030	Class A Common Stock	58,000	$0	0	D
Employee stock option (right to buy)	$6.9	07/18/2024		J⁽¹⁾			5,172⁽⁴⁾	⁽⁸⁾	05/14/2030	Class A Common Stock	5,172	$0	0	D

Explanation of Responses:

1. On July 18, 2024, Apogee Parent, Inc. ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Apogee Merger Sub, a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of March 7, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").

2. Reflects shares of Class A Common Stock of the issuer that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive $0.50 per share in cash, without interest.

3. Pursuant to the Merger Agreement and in connection with the consummation of the Merger and the termination of the Company's 2021 Omnibus Incentive Plan the reporting persons unvested restricted stock unit awards were cancelled in exchange for no consideration.

4. Pursuant to the Merger Agreement and in connection with the consummation of the Merger, stock options (all of which had a per share exercise price greater than the merger consideration of $0.50 per share in cash) were cancelled in exchange for no consideration.

5. 25% of such stock options vested on August 15, 2022. The remaining 75% of such stock options have been vesting and were scheduled to vest in substantially equal quarterly installments beginning on November 15, 2022 and ending on August 15, 2025.

6. 100% of such stock options vested on May 15, 2024.

7. Such stock options vested 1/48 every month for four years. The stock options were fully vested on February 1, 2024.

8. 100% of such stock options vested on April 16, 2021.

	/s/ Martin Attiq	07/19/2024
	** 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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