Sec Form 4 Filing - Gall Ulrich @ Astra Space, Inc. - 2024-07-18

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 Gall Ulrich 2. Issuer Name and Ticker or Trading Symbol Astra Space, Inc. [ ASTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks (Last) (First) (Middle) SEEBROOKSBERG 2 3. Date of Earliest Transaction (MM/DD/YY) 07/18/2024 (Street) SCHWENTINENTAL, 2M24222 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Class A Common Stock 07/18/2024 J( 1 ) 2,667 ( 2 ) D $ 0.5 ( 2 ) 0 D

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 Convertible Notes $ 0.808 ( 3 ) 07/18/2024 J( 1 ) 03/07/2024( 3 ) 11/13/2025 Class A Common Stock 247,525 $ 200,000 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gall Ulrich SEEBROOKSBERG 2 SCHWENTINENTAL, 2M24222 See Remarks Signatures /s/ Ulrich Gall 07/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 18, 2024, Apogee Parent, Inc. ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Apogee Merger Sub, a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of March 7, 2024 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger"). ( 2 )In connection with the consummation of the Merger and pursuant to the Merger Agreement, such shares of Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock") were automatically canceled and converted into the right to receive $0.50 per share in cash, without interest. ( 3 )On March 8, 2024, the Reporting Person purchased convertible notes, aggregate principal amount $200,000, from the issuer (the "Convertible Notes") at an initial conversion price of $0.808 per share and accrued interest payable in kind. Upon consummation of the Merger and pursuant to a noteholder conversion agreement entered into, and in connection with, the Merger, such Convertible Notes (including accrued interest thereon) were converted into newly issued shares of Series A preferred stock, par value $0.0001 per share, of Parent at a price per share of $0.404 per share.

Remarks: The Reporting Person, together with Adam London, Chris Kemp, Chris Kemp Living Trust dated February 10, 2021, SherpaVentures Fund II, LP, SherpaVentures Fund II GP, LLC, Eagle Creek Capital, LLC, Scott Stanford, Astera Institute, RBH Ventures Astra SPV, LLC, JMCM Holdings LLC, Baldo Fodera, Alexander Morcos, MH Orbit LLC and ERAS Capital LLC (the "Selected Investors") may comprise a group within the meaning of Section 13(d)(3) of the Exchange Act that collectively beneficially owns greater than 10% of the registered securities of the Issuer. The Reporting Person expressly disclaims beneficial ownership over the shares beneficially owned by the Selected Investors.

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).

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