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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Panigrahi Bhaskar

(Last)

(First)

(Middle)

C/O CONNECTM TECHNOLOGY SOLUTIONS, INC.

2 MOUNT ROYAL AVE., SUITE 550

(Street)

MARLBOROUGH

01752

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ConnectM Technology Solutions, Inc. [ CNTM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/12/2024

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)
Common Stock	07/12/2024		A		254,647⁽¹⁾	A	⁽¹⁾	254,647	D
Common Stock	07/12/2024		A		3,208,421⁽¹⁾	A	⁽¹⁾	3,208,421	I	See Footnote⁽²⁾
Common Stock	07/12/2024		A		377,239⁽³⁾	A	⁽³⁾	3,585,660	I	See Footnote⁽²⁾
Common Stock	07/12/2024		A		127,838⁽³⁾	A	⁽³⁾	127,838	I	See Footnote⁽⁴⁾

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^*

Panigrahi Bhaskar

(Last)

(First)

(Middle)

C/O CONNECTM TECHNOLOGY SOLUTIONS, INC.

2 MOUNT ROYAL AVE., SUITE 550

(Street)

MARLBOROUGH

01752

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Avanti Holdings LLC

(Last)

(First)

(Middle)

C/O CONNECTM TECHNOLOGY SOLUTIONS, INC.

2 MOUNT ROYAL AVE., SUITE 550

(Street)

MARLBOROUGH

01752

(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. Reflects shares of common stock of the Issuer acquired upon consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 31, 2022 and as amended from time to time, by and among Monterey Capital Acquisition Corporation (now known as ConnectM Technology Solutions, Inc. and referred to herein as the "Issuer"), ConnectM Operations, Inc. (formerly known as ConnectM Technology Solutions, Inc. and referred to herein as "Legacy ConnectM"), and Chronos Merger Sub, Inc., a wholly-owned subsidiary of the Issuer (such transactions, the "Business Combination"). At the effective time of the Business Combination (the "Effective Time"), each share of Legacy ConnectM common stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive shares of the Issuer's common stock equal to an exchange ratio of approximately 3.32 (the "Exchange Ratio"), rounded down to the nearest whole share.

2. Shares are held by Avanti Holdings LLC, of which the Reporting Person is the controlling equityholder. As such, the Reporting Person may be deemed to have beneficial ownership of such shares. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. Reflects shares of common stock of the Issuer acquired upon consummation of the Business Combination. At the Effective Time, each share of Legacy ConnectM preferred stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive such number of shares of the Issuer's common stock equal to (A) the aggregate number of shares of Legacy ConnectM common stock that would be issued upon conversion of the shares of Legacy ConnectM preferred stock based on the applicable conversion ratio immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded down to the nearest whole share.

4. Shares are held by Southwood Partners LP, of which the Reporting Person is the general partner. As such, the Reporting Person may be deemed to have beneficial ownership of such shares. The Reporting Person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

Remarks:

Chairman of the Board and Chief Executive Officer

	/s/ Bhaskar Panigrahi, individually and as Managing Member of Avanti Holdings, LLC	07/16/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.