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Pegasus Digital Mobility Acquisition (PGSS)

Filed: 28 Oct 21, 5:40pm
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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OMB Number: 3235-0287
Estimated average burden
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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*
Pegasus Digital Mobility Sponsor LLC

(Last) (First) (Middle)
C/O PEGASUS DIGITAL MOBILITY ACQUISITION
260 MASON STREET

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/26/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
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 (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)
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) 10/26/2021 S(2) 1,375,000 (1) (1) Class A Ordinary Shares, par value 0.0001 per share 1,375,000 $0.004(3) 4,375,000 D(4)(5)
Ordinary Share Warrants (right to buy) $11.5 10/26/2021 P 9,000,000(6) (7) (7) Class A Ordinary Shares, par value 0.0001 per share 9,000,000 $1 9,000,000 D(5)(8)
1. Name and Address of Reporting Person*
Pegasus Digital Mobility Sponsor LLC

(Last) (First) (Middle)
C/O PEGASUS DIGITAL MOBILITY ACQUISITION
260 MASON STREET

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Miller Patrick J.

(Last) (First) (Middle)
C/O PEGASUS DIGITAL MOBILITY ACQUISITION
260 MASON STREET

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Condon James Valentine

(Last) (First) (Middle)
C/O PEGASUS DIGITAL MOBILITY ACQUISITION
260 MASON STREET

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
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. In connection with the closing of the Issuer's initial public offering, the Sponsor transferred an aggregate of 1,375,000 Class B Shares to anchor investors pursuant to investment agreements, by and among the Issuer, the Sponsor and each anchor investor, as described in the Registration Statement under the heading "Summary--The Offering--Expressions of Interest."
3. The price reported in Column 8 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.004 to $0.005, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote (6) to this Form 4.
4. The Pegasus Digital Mobility Sponsor LLC (the "Sponsor") directly owns the Class B Shares, including 750,000 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.
5. 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.
6. Reflects the purchase of 9,000,000 warrants of the Issuer by the Sponsor from the Issuer in a private placement that closed concurrently with the closing of the Issuer's initial public offering for an aggregate purchase price of $9,000,000, as described in the Registration Statement (each, a "Private Placement Warrant").
7. Each warrant 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 our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described in the Registration Statement.
8. The Sponsor directly owns the Private Placement Warrants.
/s/ Heath D. Linsky as attorney-in-fact for Pegasus Digital Mobility Sponsor LLC 10/28/2021
/s/ Heath D. Linsky as attorney-in-fact for Patrick J. Miller 10/28/2021
/s/ Heath D. Linsky as attorney-in-fact for James Valentine Condon 10/28/2021
** Signature of Reporting Person Date
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