Sec Form 4 Filing - FIG Buyer GP, LLC @ NEXTNAV INC. - 2025-03-27

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
FIG Buyer GP, LLC
2. Issuer Name and Ticker or Trading Symbol
NEXTNAV INC. [ NN]
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)
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/27/2025
(Street)
NEW YORK, NY10105
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
Warrants (Right to buy) $ 20 03/27/2025 P 1,500,000 ( 1 ) 12/31/2028 Common Stock 1,500,000 $ 0 1,500,000 I See Footnotes ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Warrants (Right to buy) $ 17 03/27/2025 P 950,000 ( 1 ) 12/31/2028 Common Stock 950,000 $ 0 950,000 I See Footnotes ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Warrants (Right to buy) $ 12.56 03/27/2025 P 1,450,000 ( 1 ) 12/31/2028 Common Stock 1,450,000 $ 0 1,450,000 I See Footnotes ( 3 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
5.00% Senior Secured Convertible Notes due 2028 ( 2 ) $ 12.56 03/27/2025 P ( 2 ) 06/30/2028 Common Stock 3,980,890 $ 50,000,000 $ 50,000,000 I See Footnotes ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FIG Buyer GP, LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
Fortress Investment Group LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
Hybrid GP Holdings LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
Hybrid GP Holdings (Cayman) LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
Fortress Operating Entity I LP
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
FIG Blue LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
FIG LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
FCOF V CDG Investments LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
FCO Fund V GP LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
Fortress Credit Opportunities V Advisors LLC
1345 AVENUE OF THE AMERICAS, 46TH FLOOR
NEW YORK, NY10105
X
Signatures
/s/ David N. Brooks - for FIG Buyer GP, LLC, By: David N. Brooks, its Secretary 03/31/2025
Signature of Reporting Person Date
/s/ David N. Brooks - for Fortress Investment Group LLC, By: David N. Brooks, its Secretary 03/31/2025
Signature of Reporting Person Date
/s/ David N. Brooks - for Hybrid GP Holdings LLC, By: David N. Brooks, its Secretary 03/31/2025
Signature of Reporting Person Date
/s/ David N. Brooks - for Hybrid GP Holdings (Cayman) LLC, By: Hybrid GP Holdings LLC, By: David N. Brooks, its Secretary 03/31/2025
Signature of Reporting Person Date
/s/ David N. Brooks - for Fortress Operating Entity I L.P., By: David N. Brooks, its Secretary 03/31/2025
Signature of Reporting Person Date
/s/ David N. Brooks - for FIG Blue LLC, By: David N. Brooks, its Secretary 03/31/2025
Signature of Reporting Person Date
/s/ David N. Brooks - for FIG LLC, By: David N. Brooks, its Secretary 03/31/2025
Signature of Reporting Person Date
/s/ David N. Brooks - for FCOF V CDG Investments LLC, By: David N. Brooks, its Secretary 03/31/2025
Signature of Reporting Person Date
/s/ David N. Brooks - for FCO Fund V GP LLC, By: David N. Brooks, its Secretary 03/31/2025
Signature of Reporting Person Date
/s/ David N. Brooks - for Fortress Credit Opportunities V Advisors LLC, By: David N. Brooks, its Secretary 03/31/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )50% of each tranche of warrants is immediately exercisable, with the other 50% vesting on the first day of the second year commencing after the closing of the acquisition of the warrants.
( 2 )The 5.00% Senior Secured Notes due 2028 (the "Convertible Notes") are convertible at any time into a number of shares of Common Stock equal to (i) the sum of the then-outstanding principal amount of the Convertible Notes to be converted plus all accrued and unpaid interest to the date of the conversion divided by (ii) $12.56, subject to the terms of the Note Purchase Agreement.
( 3 )Held directly by CF NNAV-P LLC ("CF NNAV-P"). FCOF V UB Investments L.P., a Cayman Islands limited partnership ("FCOF V UB"), is the majority member of CF NNAV-P. Fortress Credit Opportunities Fund V(A) L.P., a Cayman limited partnership ("FCOF V(A)"), Fortress Credit Opportunities Fund V(B) L.P., a Cayman limited partnership ("FCOF V(B)"), Fortress Credit Opportunities Fund V(C) L.P., a Cayman limited partnership ("FCOF V(C)"), Fortress Credit Opportunities Fund V(D) L.P., a Cayman limited partnership ("FCOF V(D)"), Fortress Credit Opportunities Fund V(E) L.P., a Delaware limited partnership ("FCOF V(E)") and Fortress Credit Opportunities Fund V(G) L.P., a Cayman limited partnership ("FCOF V(G)"), collectively hold a 100% interest in FCOF V UB Investments.
( 4 )Held directly by CF NNAV-CNV LLC ("CF NNAV-CNV"). FCOF V UL Investments LLC, a Delaware limited liability company ("FCOF V UL"), is the majority member of CF NNAV-CNV. FCOF V(A), FCOF V B Investments LLC, a Delaware limited liability company, FCOF V CDG Investments LLC, a Delaware limited liability company ("FCOF V CDG Investments"), and FCOF V(E) collectively hold a 100% interest in FCOF V UL.
( 5 )FCO Fund V GP LLC, a Delaware limited liability company ("FCO Fund V GP") is the general partner of FCOF V(A), FCOF V(B), FCOF V(C), FCOF V(D), FCOF V(E) and FCOF V(G). Fortress Credit Opportunities V Advisors LLC, a Delaware limited liability company ("FCO V Advisors"), is the investment advisor of FCOF V(A), FCOF V(B), FCOF V(D), FCOF V(E) and FCOF V(G). Fortress Credit Opportunities V-C Advisors LLC, a Delaware limited liability company ("FCO V-C Advisors") is the investment advisor of FCOF V(C).
( 6 )FIG LLC, a Delaware limited liability company ("FIG") holds all of the interests in FCO V Advisors and FCO V-C Advisors. Hybrid GP Holdings (Cayman) LLC, a Delaware limited liability company ("Hybrid GP Holdings (Cayman)") holds all of the interests in FCO Fund V GP. Hybrid GP Holdings LLC, a Delaware limited liability company ("Hybrid GP Holdings") holds all of the interests in Hybrid GP Holdings (Cayman).
( 7 )Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is the managing member of Hybrid GP Holdings, and the owner of all of the issued and outstanding interests of FIG. FIG Blue LLC, a Delaware limited liability company ("FIG Blue"), is the general partner of FOE I. FIG Blue is wholly-owned by Fortress Investment Group LLC, a Delaware limited liability company ("Fortress Investment Group"). FINCO I Intermediate Holdco LLC, a Delaware limited liability company ("FINCO I IH"), is the sole member of Fortress Investment Group. FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH. FIG Parent, LLC, a Delaware limited liability company ("FIG Parent"), is the sole member of FINCO I LLC. Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco"), is the sole member of FIG Parent. FIG Buyer GP, LLC, a Delaware limited liability company is the general partner of Foundation Holdco.
( 8 )Each reporting person disclaims beneficial ownership of all reported securities except to the extent of its pecuniary interest therein and the inclusion of the securities in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise.

Remarks:
This Form 4 is one of two reports relating to the same transactions being filed jointly by FIG Buyer GP, LLC, Fortress Investment Group LLC, Hybrid GP Holdings LLC, Hybrid GP Holdings (Cayman) LLC, Fortress Operating Entity I L.P., FIG Blue LLC, FIG LLC, FCOF V CDG Investments LLC, FCO Fund V GP LLC, Fortress Credit Opportunities V Advisors LLC, Foundation Holdco LP, FIG Parent, LLC, FINCO I LLC and FINCO I Intermediate Holdco LLC.FCOF V UST LLC, a Delaware limited liability company ("FCOF V UST") is the majority member of CF NNAV-E LLC. CF NNAV-E LLC directly holds shares of the Issuer's Common Stock. FCOF V CDG Investments is the majority member of FCOF V UST. FCOF V(G) is the majority member of FCOF V CDG Investments.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.