Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
NextNav Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
65345N106
(CUSIP Number)
January 18, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 65345N106
| 1 |
NAMES OF REPORTING PERSONS
Joseph D. Samberg |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
|
| 6 |
SHARED VOTING POWER
11,782,000 | |
| 7 |
SOLE DISPOSITIVE POWER
| |
| 8 |
SHARED DISPOSITIVE POWER
11,782,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,782,000 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.7% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
CUSIP No. 65345N106
| 1 |
NAMES OF REPORTING PERSONS
The Joseph D. Samberg Revocable Trust |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
|
| 6 |
SHARED VOTING POWER
9,500,000 | |
| 7 |
SOLE DISPOSITIVE POWER
| |
| 8 |
SHARED DISPOSITIVE POWER
9,500,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,500,000 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.6% |
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| Item 1(a). | Name of Issuer: |
| NextNav Inc. (the “Issuer”) | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
| 1775 Tysons Blvd., 5th Floor | |
| Mclean, Virginia 22102 | |
| Item 2(a). | Names of Persons Filing: |
| The names of the persons filing this report (each a “Reporting Person”, collectively, the “Reporting Persons”) are: | |
| 1. Joseph D. Samberg (“Mr. Samberg”); and | |
| 2. The Joseph D. Samberg Revocable Trust (the “Revocable Trust”) | |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
| 1091 Boston Post Road | |
| Rye, New York 10580 | |
| Item 2(c). | Citizenship: |
| Mr. Samberg is a United States citizen; and | |
| The Revocable Trust is a New York trust | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, $0.0001 par value per share (the “Common Stock”) | |
| Item 2(e). | CUSIP Number: |
| 65345N106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| Not applicable. | |
| Item 4. | Ownership. |
| The information required by this item with respect to the Reporting Persons is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on the 110,157,410 shares of Common Stock outstanding as of November 30, 2023 as reported in the Issuer’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on December 12, 2023. | |
Mr. Samberg does not directly hold any shares of Common Stock. The Revocable Trust, of which Mr. Samberg serves as trustee, directly holds 9,500,000 shares of Common Stock, and entities that could be deemed to be controlled by Mr. Samberg (the “Entities”) directly hold 2,282,000 shares of Common Stock. Mr. Samberg may be deemed to beneficially own the securities directly held by the Revocable Trust and the Entities. | |
| The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certification. |
| The Reporting Persons hereby make the following certification: | |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: January 22, 2024
| /s/ Joseph D. Samberg | ||
| JOSEPH D. SAMBERG | ||
| The JOSEPH D. SAMBERG REVOCABLE TRUST | ||
| By: | /s/ Joseph D. Samberg | |
| Name: Joseph D. Samberg | ||
| Title: Trustee | ||