FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/26/2025 |
3. Issuer Name and Ticker or Trading Symbol
Satellogic Inc. [ SATL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A common stock | 13,380,873 | I | See footnote(1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants | 02/25/2022 | 01/25/2027 | Class A common stock | 533,333 | $8.63 | I | See footnote(1)(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. CFAC Holdings V, LLC ("CFAC") directly owns (a) 10,488,738 shares of Class A common stock (including up to 1,863,696 shares of Class A common stock that are subject to forfeiture based on vesting and earn-out targets) and (b) 533,333 shares of Class A common stock underlying an equal number of warrants to purchase shares of Class A common stock which are exercisable within 60 days. Cantor Fitzgerald & Co. ("CF&Co.") directly owns 2,078,064 shares of Class A common stock. Cantor Fitzgerald Securities ("CFS") directly owns 814,071 shares of Class A common stock and may be deemed to beneficially own the 2,078,064 shares of Class A common stock directly owned by CF&Co. |
2. Cantor Fitzgerald, L.P. ("Cantor"), as the sole member of CFAC and the indirect holder of a majority of the equity interests of CF&Co. and CFS, CF Group Management, Inc. ("CFGM"), as the managing general partner of Cantor, and Howard W. Lutnick, as the trustee of CFGM's sole stockholder, may be deemed to beneficially own all shares of Class A common stock directly owned by CFAC, CF&Co. and CFS. Each of Cantor, CFGM and Mr. Lutnick disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
/s/ Howard Lutnick By: Howard Lutnick | 04/04/2025 | |
/s/ Brandon Lutnick, as Chief Executive Officer of Cantor Fitzgerald, L.P. | 04/04/2025 | |
/s/ Brandon Lutnick, as Chief Executive Officer of CFAC Holdings V, LLC | 04/04/2025 | |
/s/ Danny Salinas, as Chief Financial Officer of Cantor Fitzgerald Securities | 04/04/2025 | |
/s/ Danny Salinas, as Chief Financial Officer of Cantor Fitzgerald & Co. | 04/04/2025 | |
/s/ Brandon Lutnick, as Chief Executive Officer of CF Group Management, Inc. | 04/04/2025 | |
** Signature of Reporting Person | Date | |
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 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |