Member of 10% owner group American Tower Corp /Ma/ sold $159,631,315 worth of shares (2,288,621 units at $69.75) (SEC Form 4)
$ASTS
Telecommunications Equipment
Consumer Discretionary
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AST SpaceMobile, Inc. [ ASTS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/09/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 12/09/2025 | S | 2,288,621(1) | D | $69.75 | 211,379 | I | See Explanation of Responses | ||
| Class B Common Stock | 2,170,657(2) | I | See Explanation of Responses | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Units | (3) | (3) | (3) | Class A Common Stock | 2,170,657 | 2,170,657 | I | See Explanation of Responses | |||||||
| Explanation of Responses: |
| 1. Represents shares of Class A Common Stock ("Class A Shares") of AST SpaceMobile, Inc. (the "Issuer") held by ATC TRS II LLC ("TRS II"), a wholly owned subsidiary of American Tower Corporation (together with TRS II, the "Reporting Persons"), sold pursuant to a block trade with Barclays Capital Inc. |
| 2. TRS II directly holds 2,170,657 common units ("Common Units") of AST & Science LLC ("AST LLC") and an equal number of Class B Common Stock of the Issuer ("Class B Shares"). |
| 3. The Common Units, together with an equal number of Class B Shares, may be redeemed by TRS II at any time for Class A Shares on a one-to-one basis. The Common Units do not expire. |
| Remarks: |
| The Reporting Person may be deemed to be a member of a group (for purposes of Rule 13d-3 under the Exchange Act) with the other stockholders of the Issuer party to the Stockholders' Agreement, dated April 6, 2021, filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on April 12, 2021, as amended and restated by the Amended and Restated Stockholders' Agreement, dated June 5, 2024, filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on June 7, 2024, and the First Amendment to Amended and Restated Stockholders' Agreement, dated as of February 5, 2025, filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on February 7, 2025. The Reporting Person disclaims beneficial ownership of any securities reported by any person except to the extent of its pecuniary interest therein. |
| /s/ Rodney M. Smith, By: Executive Vice President, Chief Financial Officer and Treasurer, American Tower Corporation | 12/11/2025 | |
| ** 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. | ||