Sec Form 4 Filing - Pegasus Digital Mobility Sponsor LLC @ Pegasus Digital Mobility Acquisition Corp. - 2021-11-04

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) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PEGASUS DIGITAL MOBILITY ACQUISITION, 260 MASON STREET 3. Date of Earliest Transaction (MM/DD/YY) 11/04/2021 (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 ) 11/04/2021 J( 2 ) 843,750 ( 1 ) ( 1 ) Class A Ordinary Shares, par value 0.0001 per share 843,750 $ 0.004 ( 2 ) 3,531,250 D ( 3 ) ( 4 ) Ordinary Share Warrants (right to buy) $ 11.5 11/04/2021 J( 5 ) 975,000 ( 6 ) ( 6 ) Class A Ordinary Shares, par value 0.0001 per share 975,000 ( 5 ) 8,025,000 D ( 4 ) ( 7 ) Ordinary Share Warrants (right to buy) $ 11.5 11/08/2021 P 750,000 ( 8 ) ( 6 ) ( 6 ) Class A Ordinary Shares, par value 0.0001 per share 750,000 $ 1 8,775,000 D ( 4 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Pegasus Digital Mobility Sponsor LLC C/O PEGASUS DIGITAL MOBILITY ACQUISITION 260 MASON STREET GREENWICH, CT06830 X X Miller Patrick J. C/O PEGASUS DIGITAL MOBILITY ACQUISITION 260 MASON STREET GREENWICH, CT06830 X Condon James Valentine C/O PEGASUS DIGITAL MOBILITY ACQUISITION 260 MASON STREET GREENWICH, CT06830 X Signatures /s/ Heath D. Linsky as attorney-in-fact for Pegasus Digital Mobility Sponsor LLC 11/08/2021 Signature of Reporting Person Date /s/ Heath D. Linsky as attorney-in-fact for Patrick J. Miller 11/08/2021 Signature of Reporting Person Date /s/ Heath D. Linsky as attorney-in-fact for James Valentine Condon 11/08/2021 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 )Reflects the transfer of 843,750 Class B Shares from Pegasus Digital Mobility Sponsor LLC (the "Sponsor") for $0.004 per Class B Share to directors and officers of the Issuer in respect of their service to the Issuer. ( 3 )The Sponsor directly owns the Class B Shares, including 125,000 Class B Shares that are subject to forfeiture if the underwriters of the Issuer's initial public offering do not exercise in full an option granted to them to cover over-allotments (the "Over-allotment Option"). ( 4 )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. ( 5 )Reflects the transfer of 975,000 warrants of the Issuer purchased by the Sponsor from the Issuer in a private placement that closed concurrently with the closing of the Issuer's initial public offering (the "Initial Private Placement Warrants") from the Sponsor for no consideration ($0) to officers of the Issuer in respect of their service to the Issuer. ( 6 )Each Private Placement Warrant (as defined below) 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 the Issuer's initial business combination and will expire five years after the completion of the Issuer's initial business combination or earlier upon redemption or the Issuer's liquidation, as described in the Registration Statement. ( 7 )The Sponsor directly owns the Private Placement Warrants. ( 8 )Reflects the purchase of 750,000 warrants of the Issuer in a private placement that closed concurrently with the closing of the partial exercise of the Over-allotment Option (together with the Initial Private Placement Warrants, the "Private Placement Warrants") for $750,000 by the Sponsor from the Issuer.

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