Sec Form 4 Filing - Pegasus Digital Mobility Sponsor LLC @ Pegasus Digital Mobility Acquisition Corp. - 2023-05-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Pegasus Digital Mobility Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Pegasus Digital Mobility Acquisition Corp. [ PGSS.U] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PEGASUS DIGITAL MOBILITY ACQUISITION, 100 FIELD POINT ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/31/2023 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Ordinary Shares, par value 0.0001 per share ( 1 ) 05/31/2023 J( 2 ) 2,431,250 ( 1 ) ( 1 ) Class A Ordinary Shares, par value 0.0001 per share 2,431,250 ( 2 ) 975,000 D ( 4 ) ( 5 ) Ordinary Share Warrants (right to buy) $ 11.5 05/31/2023< /span> J( 3 ) 1,775,000 ( 6 ) ( 6 ) Class A Ordinary Shares, par value 0.0001 per share 1,775,000 ( 3 ) 7,000,000 D ( 5 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pegasus Digital Mobility Sponsor LLC C/O PEGASUS DIGITAL MOBILITY ACQUISITION 100 FIELD POINT ROAD GREENWICH, CT06830 X Miller Patrick J. C/O PEGASUS DIGITAL MOBILITY ACQUISITION 100 FIELD POINT ROAD GREENWICH, CT06830 X Condon James Valentine C/O PEGASUS DIGITAL MOBILITY ACQUISITION 100 FIELD POINT ROAD GREENWICH, CT06830 X Signatures /s/ Heath D. Linsky as attorney-in-fact for Pegasus Digital Mobility Sponsor LLC 06/02/2023 Signature of Reporting Person Date /s/ Heath D. Linsky as attorney-in-fact for Patrick J. Miller 06/02/2023 Signature of Reporting Person Date /s/ Heath D. Linsky as attorney-in-fact for James Valentine Condon 06/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Class B Ordinary Shares, par value $0.0001 per share ("Class B Shares") have no expiration date and (i) are convertible into Class A Ordinary Shares, par value $0.0001 per share ("Class A Shares"), of Pegasus Digital Mobility Acquisition Corp. (the "Issuer") at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-259860) (the "Registration Statement"). ( 2 )In connection with the announcement of the business combination of Pegasus Digital Mobility Acquisition Corp. with Gebr. Schmid GmbH, and pursuant to a related sponsor agreement dated May 31, 2023 (the "Sponsor Agreement") by and among the directors and officers of the Issuer and Pegasus Digital Mobility Sponsor LLC, among others, an aggregate of 2,431,250 Class B Shares have been provided by Pegasus Digital Mobility Sponsor LLC for no additional consideration to use in negotiations of non-redemption agreements with certain holders of Pegasus Class A Shares, as well as to enter into additional PIPE subscription agreements. Any such shares not used for this purpose shall be cancelled at the time of the closing of the initial business combination. The shares currently held by the Sponsor as indicated in column 9 of Table II above further reflect the forfeiture by the Sponsor of 125,000 Class B Shares in December 2021. ( 3 )Pursuant to a warrant grant agreement among the Sponsor and the directors and officers of the Issuer dated May 31, 2023, the Sponsor agreed to transfer a certain number of warrants to the individual directors and officers of the Issuer for no additional consideration. ( 4 )The Pegasus Digital Mobility Sponsor LLC (the "Sponsor") directly owns the Class B Shares. ( 5 )Patrick J. Miller and James Condon share control over the manager of the Sponsor and therefore, indirectly, the Sponsor and, as a result, each may be deemed to beneficially own the securities reported herein. Each of Patrick J. Miller and James Condon disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. ( 6 )Each warrant of the Issuer reported herein entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described in the Registration Statement. The Private Placement Warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described in the Registration Statement. ( 7 )The Sponsor directly owns the Private Placement Warrants.

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