Vodafone Group PLC — Director's Dealing 2021

Apr 16, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AST SpaceMobile, Inc. (ASTS)
CIK: 0001780312
Period of Report: 2021-04-06

Reporting Person: Vodafone Ventures Ltd (10% Owner)
Reporting Person: VODAFONE GROUP PUBLIC LTD CO (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1000000	Direct
Class B Common Stock	9044454	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
AST Common Units	$		Class A Common Stock (9044454)		Direct

Footnotes

F1: Represents 1,000,000 shares of Class A Common Stock, 9,044,454 shares of Class B Common Stock and 9,044,454 AST Common Units (as defined below), as applicable, in each case indirectly owned by Vodafone Group Plc and directly owned by its wholly-owned subsidiary Vodafone Ventures Limited. In connection with the closing of the business combination between New Providence Acquisition Corp. (now known as AST SpaceMobile, Inc., the "Issuer") and AST & Science LLC ("AST OpCo") on April 6, 2021, pursuant to the Fifth Amended & Restated Limited Liability Company Operating Agreement of AST & Science LLC, dated as of April 6, 2021, by and among AST OpCo, the Issuer, as the managing member of AST OpCo, and other members of AST OpCo ("A&R Operating Agreement"), each existing limited liability company common unit previously issued by AST OpCo (excluding specified incentive units) was reclassified and reissued by AST OpCo as new AST Common Units (the "AST Common Units") on a 1-to-14.50149869 basis. In addition, on April 6, 2021, each holder of AST Common Units received an equivalent number of shares of non-economic Class B Common Stock of the Issuer or Class C Common Stock of the Issuer, as applicable.

F2: From and after April 6, 2022, the Reporting Persons may redeem or exchange one AST Common Unit for one share of Class A Common Stock or, at the election of the Issuer (in the Issuer's capacity as managing member of AST OpCo), under certain circumstances, a cash payment based on the value of Class A Common Stock, in accordance with the A&R Operating Agreement. The AST Common Units do not expire.