| 1 |
Name of reporting person
American Tower Corporation |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
 (b)
|
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
|
| 6 | Citizenship or place of organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | | 7 | Sole Voting Power
2,382,036.00 | | 8 | Shared Voting Power
0.00 | | 9 | Sole Dispositive Power
2,382,036.00 | | 10 | Shared Dispositive Power
0.00 |
|
| 11 | Aggregate amount beneficially owned by each reporting person
2,382,036.00 |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
|
| 13 | Percent of class represented by amount in Row (11)
0.84 % |
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amount in row 11 is comprised of (i) 211,379 shares of Class A Common Stock of AST SpaceMobile, Inc. (the "Issuer") (the "Class A Common Stock") and (ii) 2,170,657 common units (the "LLC Units") of AST & Science LLC ("AST LLC"). In addition, the Reporting Persons beneficially own 2,170,657 shares of Class B Common Stock of the Issuer (the "Class B Common Stock"). Each share of Class A Common Stock carries one vote per share and each share of Class B Common Stock carries one vote per share and no economic rights. The Reporting Persons may redeem or exchange one LLC Unit for one share of Class A Common Stock or, under certain circumstances, a cash payment based on the value of Class A Common Stock. At the time of any such redemption or exchange, the Reporting Persons would forfeit an equivalent number of shares of Class B Common Stock to the Issuer.
As discussed in Item 2 of the Schedule 13D (as defined below), the other Stockholder Parties (as defined therein) are not included as reporting persons in this Schedule 13D, and the Reporting Persons expressly disclaim beneficial ownership of the shares of Class A Common Stock beneficially held by the other Stockholders Parties.
This calculation in row 13 is based on the aggregate number of 282,230,456 shares of Class A Common Stock outstanding, which is the sum of (i) 277,628,960 outstanding shares of Class A Common Stock as of November 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025, (ii) 2,048,849 shares of Class A Common Stock issued by the Issuer in a registered direct offering as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the SEC on November 13, 2025, (iii) 381,990 shares of Class A Common Stock issued by the Issuer in a registered direct offering as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the SEC on November 14, 2025, and (iv) 2,170,657 LLC Units beneficially owned by the Reporting Persons that are redeemable for Class A Common Stock on a one-to-one basis.
| 1 |
Name of reporting person
ATC TRS II LLC |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
|
| 3 | SEC use only |
| 4 |
Source of funds (See Instructions)
OO |
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
|
| 6 | Citizenship or place of organization
DELAWARE
|
| Number of Shares Beneficially Owned by Each Reporting Person With: | | 7 | Sole Voting Power
2,382,036.00 | | 8 | Shared Voting Power
0.00 | | 9 | Sole Dispositive Power
2,382,036.00 | | 10 | Shared Dispositive Power
0.00 |
|
| 11 | Aggregate amount beneficially owned by each reporting person
2,382,036.00 |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
|
| 13 | Percent of class represented by amount in Row (11)
0.84 % |
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The amount in row 11 is comprised of (i) 211,379 shares of Class A Common Stock and (ii) 2,170,657 LLC Units. In addition, the Reporting Persons beneficially own 2,170,657 shares of Class B Common Stock. Each share of Class A Common Stock carries one vote per share and each share of Class B Common Stock carries one vote per share and no economic rights. The Reporting Persons may redeem or exchange one LLC Unit for one share of Class A Common Stock or, under certain circumstances, a cash payment based on the value of Class A Common Stock. At the time of any such redemption or exchange, the Reporting Persons would forfeit an equivalent number of shares of Class B Common Stock to the Issuer.
As discussed in Item 2 of the Schedule 13D (as defined below), the other Stockholder Parties (as defined therein) are not included as reporting persons in this Schedule 13D, and the Reporting Persons expressly disclaim beneficial ownership of the shares of Class A Common Stock beneficially held by the other Stockholders Parties.
This calculation in row 13 is based on 282,230,456 shares of Class A Common Stock outstanding, which is the sum of (i) 277,628,960 outstanding shares of Class A Common Stock as of November 6, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025, (ii) 2,048,849 shares of Class A Common Stock issued by the Issuer in a registered direct offering as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the SEC on November 13, 2025, (iii) 381,990 shares of Class A Common Stock issued by the Issuer in a registered direct offering as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) filed with the SEC on November 14, 2025, and (iv) 2,170,657 LLC Units beneficially owned by the Reporting Persons that are redeemable for Class A Common Stock on a one-to-one basis.