Statement of Changes in Beneficial Ownership (4)
June 14 2023 - 4:06PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Coles Joanna |
2. Issuer Name and Ticker or Trading Symbol
Northern Star Investment Corp. IV
[
NSTD
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GRAUBARD MILLER, 405 LEXINGTON AVENUE, 44TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/12/2023 |
(Street)
NEW YORK, NY 10174 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 5/12/2023 | | J(1) | | 9708334 | D | (1) | 0 | I | by Northern Star IV Sponsor LLC (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 | $11.50 | 5/12/2023 | | J (1) | | | 8750000 | (2) | (2) | Class A Common Stock | 8750000 | $0 | 0 | I | by Northern Star IV Sponsor LLC (1) |
Explanation of Responses: |
(1) | As previously reported, the reporting person had been a managing member of Northern Star IV Sponsor LLC ("NS4 Sponsor") together with Jonathan Ledecky. On May 12, 2023, the reporting person entered into an agreement with Northern Star Sponsor LLC ("NS1 Sponsor") and Mr. Ledecky pursuant to which the parties agreed, among other things, that the reporting person (i) first resigned from all officer and director positions with the Issuer, (ii) then resigned from all officer and managing member positions with NS4 Sponsor and (iii) following such resignations, forfeited all of her membership interests in NS4 Sponsor originally allocated to her and agreed to cause such interests to be transferred to Mr. Ledecky. |
(2) | Each warrant will become exercisable 30 days after the completion of an initial business combination, and will expire five years after the completion of an initial business combination. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Coles Joanna C/O GRAUBARD MILLER 405 LEXINGTON AVENUE, 44TH FLOOR NEW YORK, NY 10174 |
| X |
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Signatures
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/s/ Joanna Coles | | 6/14/2023 |
**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). |
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 control number. |
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