Sec Form 13G Filing - OSI Capital Management LLC filing for NEXTNAV INC. (NN) - 2024-02-13

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.

 NAME OF REPORTING PERSON:

 OSI Capital Management LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION:

 Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 13,260,166 ⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 13,260,166 ⁽¹⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 13,260,166 ⁽¹⁾

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 12.0%⁽²⁾

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 OO

Represents (i) 13,235,166 shares of common stock, par value $0.0001 per share (“Common Stock”), of NextNav Inc. (the “Issuer”) and (ii) 25,000 warrants (“Warrants”) that are exercisable for 25,000 shares of Common Stock (“Warrant Shares”), all of which are directly held by Black Feathers, L.P. (f/k/a WOCAP Global Opportunity Investment Partners, L.P.), a Bermuda limited partnership (“Black Feathers LP”), whose general partner is OSI Capital Management LLC (“OSI”). The managers of OSI are Edward Neil Halliday (“Halliday”), Tivin Turchiaro (“Turchiaro”) and Roderick M. Forrest (“Forrest” and collectively with Halliday and Turchiaro, the “OSI Managers”). OSI, as the general partner of Black Feathers LP, and the OSI Managers, as the managers of OSI, may be deemed to beneficially own the shares of Common Stock directly held by Black Feathers LP. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026.

The percentage reported in this Amendment No. 1 (this “Amendment”) to the Schedule 13G originally filed on May 26, 2023 (the “Schedule 13G”) is based upon 110,157,410 shares of Common Stock outstanding as of November 30, 2023 according to the Amendment No. 1 to Registration Statement on Form S-3 filed by the Issuer with the U.S. Securities and Exchange Commission on December 12, 2023 (the “Form S-3”).

 NAME OF REPORTING PERSON:

 Black Feathers, L.P. (f/k/a WOCAP Global Opportunity Investment Partners, L.P.)

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION:

 Bermuda

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 13,260,166 ⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 13,260,166 ⁽¹⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 13,260,166 ⁽¹⁾

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 12.0%⁽²⁾

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 PN

Represents (i) 13,235,166 shares of Common Stock of the Issuer and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers LP, whose general partner is OSI. OSI, as the general partner of Black Feathers LP, and the OSI Managers, as the managers of OSI, may be deemed to beneficially own the shares of Common Stock directly held by Black Feathers LP. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026.

The percentage reported in this Amendment is based upon 110,157,410 shares of Common Stock outstanding as of November 30, 2023 according to the Form S-3.

 NAME OF REPORTING PERSON:

 Edward Neil Halliday

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION:

 United Kingdom

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 13,260,166 ⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 13,260,166 ⁽¹⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 13,260,166 ⁽¹⁾

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 12.0%⁽²⁾

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 IN

Represents (i) 13,235,166 shares of Common Stock of the Issuer and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers LP, whose general partner is OSI. OSI, as the general partner of Black Feathers LP, and the OSI Managers, as the managers of OSI, may be deemed to beneficially own the shares of Common Stock directly held by Black Feathers LP. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026.

The percentage reported in this Amendment is based upon 110,157,410 shares of Common Stock outstanding as of November 30, 2023 according to the Form S-3.

 NAME OF REPORTING PERSON:

 Tivin Turchiaro

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION:

 Canada

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 13,260,166 ⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 13,260,166 ⁽¹⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 13,260,166 ⁽¹⁾

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 12.0%⁽²⁾

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 IN

Represents (i) 13,235,166 shares of Common Stock of the Issuer and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers LP, whose general partner is OSI. OSI, as the general partner of Black Feathers LP, and the OSI Managers, as the managers of OSI, may be deemed to beneficially own the shares of Common Stock directly held by Black Feathers LP. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026.

The percentage reported in this Amendment is based upon 110,157,410 shares of Common Stock outstanding as of November 30, 2023 according to the Form S-3.

 NAME OF REPORTING PERSON:

 Roderick M. Forrest

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 SEC USE ONLY

 CITIZENSHIP OR PLACE OF ORGANIZATION:

 United Kingdom

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

 SOLE VOTING POWER

 0

 SHARED VOTING POWER

 13,260,166 ⁽¹⁾

 SOLE DISPOSITIVE POWER

 0

 SHARED DISPOSITIVE POWER

 13,260,166 ⁽¹⁾

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 13,260,166 ⁽¹⁾

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

 12.0%⁽²⁾

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

 IN

Represents (i) 13,235,166 shares of Common Stock of the Issuer and (ii) 25,000 Warrants that are exercisable for 25,000 Warrant Shares, all of which are directly held by Black Feathers LP, whose general partner is OSI. OSI, as the general partner of Black Feathers LP, and the OSI Managers, as the managers of OSI, may be deemed to beneficially own the shares of Common Stock directly held by Black Feathers LP. The Warrants (i) became exercisable on November 27, 2021, (ii) are exercisable at a price of $11.50 per Warrant Share and (iii) expire on October 28, 2026.

The percentage reported in this Amendment is based upon 110,157,410 shares of Common Stock outstanding as of November 30, 2023 according to the Form S-3.

Address of Issuer’s Principal Executive Offices:

OSI, as the general partner of Black Feathers LP, with respect to the shares of Common Stock of the Issuer directly held by Black Feathers LP;

Black Feathers LP, with respect to the shares of Common Stock of the Issuer directly held by Black Feathers LP;

Halliday, as a manager of OSI, the general partner of Black Feathers LP, with respect to the shares of Common Stock directly held by Black Feathers LP;

Turchiaro, as a manager of OSI, the general partner of Black Feathers LP, with respect to the shares of Common Stock directly held by Black Feathers LP; and

Forrest, as a manager of OSI, the general partner of Black Feathers LP, with respect to the shares of Common Stock directly held by Black Feathers LP.

Address of principal business office or, if none, residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

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:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.