SEC FORM 4/A SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
SUBIN NEIL S

(Last) (First) (Middle)
11911 FREEDOM DR., STE. 200

(Street)
RESTON VA 20190

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEXTNAV INC. [ NN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/14/2025
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
5.00% Senior Secured Convertible Notes due 2028 $12.56 03/12/2025 P 501,592(1) 03/27/2025(2) 06/30/2028 Common Stock 501,592(1) $6,300,000(2) 501,592(1) I Persian Road I, LP(2)
Explanation of Responses:
1. This Form 4/A is being filed to correct (1) the number of derivative securities acquired, in Column 5 of Table II; (2) the number of shares underlying derivative security, in Column 7 of Table II; and (3) the number of derivative securities beneficially owned following reported transaction, in Column 9 of Table II, which were inadvertently reported incorrectly on the reporting person's Form 4 filed with the U.S. Securities and Exchange Commission on March 14, 2025.
2. Pursuant to a Note Purchase Agreement with NextNav Inc. (the "Issuer"), dated March 12, 2025 (the "NPA"), the reporting person, through Persian Road I, LP, a limited partnership managed by the reporting person, purchased $6,300,000 aggregate principal amount of the Issuer's 5.00% Senior Secured Convertible Notes due 2028 (the "2028 Notes"), at a price of 100% of the principal amount. The 2028 Notes are convertible, as of the date the 2028 Notes are issued upon the closing of the NPA on March 27, 2025, into the Issuer's shares of common stock at a price of $12.56 per share, and shall mature on June 30, 2028.
/s/ Christian Gates by power of attorney 03/31/2025
** Signature of Reporting Person Date
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).
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