SEC Filing | Momentus Inc

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SEC FORM 4 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).

1. Name and Address of Reporting Person^*

Freedman Edward K.

(Last)

(First)

(Middle)

C/O STABLE ROAD CAPITAL LLC

1345 ABBOT KINNEY BLVD

(Street)

VENICE

90291

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Momentus Inc. [ SRACU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/12/2021		C⁽¹⁾		3,886,029⁽¹⁾	A	$0⁽¹⁾	4,381,029	I⁽²⁾	See Footnote⁽²⁾
Class A Common Stock	08/12/2021		C⁽¹⁾		176,471⁽¹⁾	A	$0⁽¹⁾	176,471	I⁽³⁾	See Footnote⁽³⁾
Class A Common Stock	08/12/2021		P⁽⁴⁾		1,300,000⁽⁴⁾	A	$10	1,476,471	I⁽³⁾	See Footnote⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁵⁾	08/12/2021		J⁽⁵⁾			250,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	250,000	⁽⁵⁾	3,886,029	I⁽²⁾	See Footnote⁽²⁾
Class B Common Stock	⁽¹⁾	08/12/2021		C⁽¹⁾			3,886,029	⁽¹⁾	⁽¹⁾	Class A Common Stock	3,886,029⁽¹⁾	⁽¹⁾	0⁽¹⁾	I⁽²⁾	See Footnote⁽²⁾
Class B Common Stock	⁽¹⁾	08/12/2021		C⁽¹⁾			176,471	⁽¹⁾	⁽¹⁾	Class A Common Stock	176,471⁽¹⁾	⁽¹⁾	0⁽¹⁾	I⁽³⁾	See Footnote⁽³⁾

Explanation of Responses:

1. As described in the Issuer's registration statement on Form S-1 (File No. 333-233980) under the heading "Description of Securities--Founder Shares and Placement Shares," the shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the Issuer's initial business combination on a one-for-one basis subject to certain adjustments and have no expiration date. On August 12, 2021, the Issuer completed its initial business combination (the "Business Combination") with Momentus Inc., a Delaware corporation ("Momentus"). In connection with the Business Combination, each share of Class B common stock automatically converted on a one-for-one basis into shares of the Issuer's Class A Common Stock

2. Brian Kabot, Juan Manuel Quiroga and Edward Freedman are the managers of SRC-NI Holdings LLC (the "Sponsor") and have voting and investment discretion with respect to the securities held by the Sponsor. As such, each of them may be deemed to share beneficial ownership of the securities held directly by the Sponsor. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

3. Stable Road Capital LLC is the managing member (the "Managing Member") of SRAC PIPE Partners LLC. Edward Freedman is the sole member of the Managing Member. As such, the reporting person may be deemed to possess beneficial ownership of the securities held directly by SRAC PIPE Partners LLC. The reporting person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

4. Represents 1,000,000 shares of the Issuer's Class A Common Stock acquired pursuant to a subscription agreement by and among SRAC PIPE Partners LLC, the Issuer and Momentus; and 300,000 shares of the Issuer's Class A Common Stock acquired pursuant to a subscription agreement by and among Stable Road Capital LLC, the Issuer and Momentus

5. Represents shares of Class B common stock relinquished and forfeited by the Sponsor upon the closing of the Business Combination pursuant to a settlement agreement with the Securities and Exchange Commission.

	/s/ Edward K. Freedman	08/23/2021
	** Signature of Reporting Person	Date
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