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
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
NextNav Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
65345N106
(CUSIP Number)
December 31, 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 disclosures provided in a prior cover page.
The information required on 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).
Page 1 of 5
SCHEDULE 13G/A
| CUSIP No. |
65345N106
|
Page 2 of 5 Pages | ||||
| 1 |
NAME OF REPORTING PERSON CCUR Holdings, Inc. | |||||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||||
|
NUMBER OF WITH |
5 |
SOLE VOTING POWER 6,231,704(1) | ||||
| 6 |
SHARED VOTING POWER 0 | |||||
| 7 |
SOLE DISPOSITIVE POWER 6,231,704(1) | |||||
| 8 |
SHARED DISPOSITIVE POWER 0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,231,704(1) | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.7% (1)(2) | |||||
| 12 | TYPE OF REPORTING PERSON | |||||
| CO | ||||||
(1) Represents (i) 2,692,526 shares of common stock, par value $0.0001 per share (“Issuer Common Stock”), of NextNav Inc. (the “Issuer”) and (ii) 3,539,178 warrants that are exercisable for 3,539,178 shares of Issuer Common Stock issuable upon the exercise or conversion of warrants (the “Convertible Shares”).
(2) The percentage reported in this Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is based upon the deemed to be outstanding shares of Issuer Common Stock pursuant to Rule 13d-3(d)(1) of the Securities and Exchange Act of 1934, as amended (“Rule 13d-3(d)(1)”), which includes (i) 106,384,109 shares of Issuer Common Stock issued and outstanding as of November 4, 2022 (according to the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission (the “SEC”) on November 10, 2022) plus (ii) the 3,539,178 Convertible Shares, although the Convertible Shares are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person besides CCUR Holdings, Inc. (the “Reporting Person”).
Item 1(a). Name of Issuer
NextNav Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices
1775 Tysons Blvd., 5th Floor
McLean, Virginia 22102
Item 2(a). Name of Person(s) Filing
CCUR Holdings, Inc.
Item 2(b). Address of Principal Business Office or, if none, Residence
3800 N Lamar Blvd
Suite 200
Austin, Texas 78756
Item 2(c). Citizenship
Delaware
Item 2(d). Title of Class of Securities
Common stock, $0.0001 par value per share.
Item 2(e). CUSIP Number
65345N106
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not Applicable, this statement is filed pursuant to 13d-1(c).
| Item 4. | Ownership: |
The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page, including footnotes 1 and 2, for the Reporting Person hereto and is incorporated herein by reference for such Reporting Person.
The percentage reported in this Amendment No. 1 is based upon the deemed to be outstanding shares of Issuer Common Stock pursuant to Rule 13d-3(d)(1), which includes (i) 106,384,109 shares of Issuer Common Stock issued and outstanding as of November 4, 2022 (according to the Issuer’s Quarterly Report on Form 10-Q as filed with the SEC on November 10, 2022) plus (ii) the 3,539,178 Convertible Shares, although the Convertible Shares are not deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person besides the Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class: |
Not Applicable.
| 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: |
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.
SIGNATURE
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: February 10, 2023
| CCUR HOLDINGS, INC. | ||
| By: | /s/ Igor Volshteyn | |
| Name: | Igor Volshteyn | |
| Title: | President and CEO | |