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.
- Peter Lynch
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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, par value $0.0001 per share
(Title of Class of Securities)
65345N106
(CUSIP Number)
May 2, 2022
(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) |
| ☒ | 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: 65345N106
Page 2 of 7
| 1 |
NAMES OF REPORTING PERSONS
Wood River Capital, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
5,000,000 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
5,000,000 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.18% | |||||
| 12 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Represents 5,000,000 shares of common stock (“Public Shares”) of NextNav Inc. (the “Issuer”) held by Wood River Capital, LLC (“Wood River”). On May 2, 2022, Spring Creek Capital, LLC (“Spring Creek”) transferred the Public Shares to Wood River. |
Each of Spring Creek and Wood River are indirectly beneficially owned by Koch Industries, Inc. (“Koch Industries”). Beneficial ownership is presented excluding non-voting preferred equity securities. No consideration was paid by Wood River to Spring Creek in connection with such transfer.
CUSIP: 65345N106
Page 3 of 7
| 1 |
NAMES OF REPORTING PERSONS
Koch Industries, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Kansas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
5,000,000 (1) | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
5,000,000 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000,000 (1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.18% | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Represents 5,000,000 Public Shares of the Issuer held by Wood River. These Issuer securities may be deemed to be beneficially owned by Koch Industries by virtue of Koch Industries’ indirect beneficial ownership of Wood River. Beneficial ownership is presented excluding non-voting preferred equity securities. |
CUSIP: 65345N106
Page 4< /b> of 7
Item 1(a). Name of Issuer: NextNav Inc. (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive Officers: 1775 Tysons Blvd., 5th Floor, McLean, VA 22102
Item 2(a). Name of Person Filing:
Wood River Capital, LLC (“Wood River”)
SCC Holdings, LLC (“SCC”)
KIM, LLC (“KIM”)
Koch Investments Group, LLC (“KIG”)
Koch Investments Group Holdings, LLC (“KIGH”)
Koch Industries, Inc. (“Koch Industries”)
(Each a “Reporting Person,” and collectively, the “Reporting Persons”).
Item 2(b). Address or Principal Business Office or, if None, Residence:
The principal business office for all Reporting Persons filing is:
4111 E. 37th Street North
Wichita, KS 67220
Item 2(c). Citizenship: See Item 4 of each cover page.
Item 2(d).Title of Class of Securities: Common stock, par value $0.0001 per share (“Public Shares”).
Item 2(e).CUSIP No.: 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.
(a) Amount beneficially owned: See Item 9 of each cover page.
(b) Percent of class: See Item 11 of each cover page. Calculated using 96,553,763 Public Shares outstanding as of March 28, 2022 as reported in the Proxy Statement on Schedule 14A filed by the Issuer on April 6, 2022.
(c) Number of shares as to which the person has:
| (i) | Sole power to vote or to direct the vote: See Item 5 of each cover page. |
| (ii) | Shared power to vote or to direct the vote: See Item 6 of each cover page. |
| (iii) | Sole power to dispose or to direct the disposition of: See Item 7 of each cover page. |
| (iv) | Shared power to dispose or to direct the disposition of: See Item 8 of each cover page. |
Wood River is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, and KIGH is beneficially owned by Koch Industries, in each case by means of ownership of all voting equity instruments.
Koch Industries, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Wood River by virtue of (i) Koch Industries’ beneficial ownership of KIGH, (ii) KIGH’s beneficial ownership of KIG, (iii) KIG’s beneficial ownership of KIM, (iv) KIM’s beneficial ownership of SCC and (v) SCC’s beneficial ownership of Wood River. The filing of this Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, or Koch Industries is, for purposes of Sections 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by this Schedule 13G.
CUSIP: 65345N106
Page 5 of 7
Item 5. Ownership of 5 Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than 5 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. Certifications.
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.
CUSIP: 65345N106
Page 6 of 7
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 3, 2022
| Wood River Capital, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Vice President and Secretary | |
| SCC Holdings, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Secretary | |
| KIM, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Vice President and Secretary | |
| Koch Investments Group, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Secretary | |
| Koch Investments Group Holdings, LLC | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Secretary | |
| Koch Ind ustries, Inc. | ||
| By: | /s/ Raffaele G. Fazio | |
| Name: | Raffaele G. Fazio | |
| Title: | Assistant Secretary | |