Sec Form 3 Filing - OSI Capital Management LLC @ NEXTNAV INC. - 2023-05-19

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
OSI Capital Management 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)
'VICTORIA PLACE', 31 VICTORIA STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/19/2023
(Street)
HAMILTON, D0HM 10
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
Common Stock ( 1 ) 12,564,401 I See Footnote ( 2 )
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 ( 1 ) $ 11.5 11/27/2021 10/28/2026 Common Stock 25,000 I See Footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
OSI Capital Management LLC
'VICTORIA PLACE'
31 VICTORIA STREET
HAMILTON, D0HM 10
X
Halliday Edward Neil
'VICTORIA PLACE'
31 VICTORIA STREET
HAMILTON, D0HM 10
X
Turchiaro Tivin
'VICTORIA PLACE'
31 VICTORIA STREET
HAMILTON, D0HM 10
X
Forrest Roderick M.
'VICTORIA PLACE'
31 VICTORIA STREET
HAMILTON, D0HM 10
X
Signatures
OSI Capital Management LLC, By: /s/ Edward Neil Halliday, Name: Edward Neil Halliday, Title: Manager 05/26/2023
Signature of Reporting Person Date
/s/ Edward Neil Halliday 05/26/2023
Signature of Reporting Person Date
/s/ Tivin Turchiaro 05/26/2023
Signature of Reporting Person Date
/s/ Roderick M. Forrest 05/26/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 3 is filed jointly by OSI Capital Management LLC, a Delaware limited liability company ("OSI"), Edward Neil Halliday ("Halliday"), Tivin Turchiaro ("Turchiaro") and Roderick M. Forrest ("Forrest" and collectively with OSI, Halliday and Turchiaro, the "Reporting Persons"). Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his, her or its pecuniary interest therein.
( 2 )Represents securities of NextNav Inc. (the "Issuer") directly owned by Black Feathers, L.P. f/k/a WOCAP Global Opportunity Investment Partners, L.P., a Bermuda limited partnership ("Black Feathers LP"), whose general partner is OSI and whose investment manager is Woody Creek Capital Management, LLC. OSI, as general partner of Black Feathers LP, and Halliday, Turchiaro, and Forrest, as the managers of OSI, have the shared power to vote and to dispose of the shares of common stock, par value $0.0001 per share ("Common Stock") of the Issuer directly owned by Black Feathers LP. None of the Reporting Persons directly own any shares of Common Stock of the Issuer. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons may be deemed to beneficially own the shares of Common Stock of the Issuer directly owned by Black Feathers LP.
( 3 )Represents 25,000 warrants ("Warrants") that are exercisable for 25,000 shares of Common Stock of the Issuer, which are directly owned by Black Feathers LP. OSI, as the general partner of Black Feathers LP, and Halliday, Turchiaro, and Forrest, as the managers of OSI, have the shared power to vote and to dispose of the securities of the Issuer directly owned by Black Feathers LP. None of the Reporting Persons directly own any of Warrants of the Issuer. By reason of the provisions of Rule 13d-3 of the Exchange Act, each of the Reporting Persons may be deemed to beneficially own the securities of the Issuer directly owned by Black Feathers LP.

Remarks:
This Form 3 is being filed in connection with an internal restructuring in which OSI became the substitute general partner of of Black Feathers LP and not as a result of any sale or purchase of shares of Common Stock of the Issuer. The sole member of the managing member of the prior general partner of Black Feathers LP previously filed a Form 3 (as amended) and Form 4s with respect to Black Feathers LP's beneficial ownership of securities of the Issuer.

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