SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ERGEN CHARLES W

(Last)

(First)

(Middle)

5701 S. SANTA FE DR.

(Street)

LITTLETON

80120

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONX Corp. [ CONX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2024

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)
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	05/01/2024		C		18,750,000⁽¹⁾	A	⁽¹⁾	18,750,000	I⁽²⁾	See footnotes

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	⁽¹⁾	05/01/2024		C			18,750,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	18,750,000⁽¹⁾	⁽¹⁾	0⁽¹⁾	I⁽²⁾	See footnotes
Private Placement Warrant	$11.5	05/01/2024		A⁽³⁾		11,333,333		⁽³⁾	⁽³⁾	Class A Common Stock	11,333,333	$1.5	11,333,333	I⁽²⁾	See footnotes

1. Name and Address of Reporting Person^*

ERGEN CHARLES W

(Last)

(First)

(Middle)

5701 S. SANTA FE DR.

(Street)

LITTLETON

80120

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

nXgen Opportunities, LLC

(Last)

(First)

(Middle)

5701 S. SANTA FE DR.

(Street)

LITTLETON

80120

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On May 1, 2024, the Issuer consummated its business combination. The Issuer's shares of Class B common stock, par value $0.0001 per share, were automatically converted into shares of Class A common stock, par value $0.0001 per share, of the Issuer at the time of the closing of the business combination, on a one-for-one basis.

2. The securities are held directly by nXgen Opportunities, LLC (the "Sponsor"). Charles W. Ergen controls the Sponsor. Each Reporting Person disclaims beneficial ownership over any securities owned by the Sponsor other than to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

3. The private placement warrants were purchased by the Sponsor on October 29, 2020. Each private placement warrant is exercisable to purchase one share of the Issuer's Class A common stock at a price of $11.50 per share, subject to adjustment, and becomes exercisable 30 days after the consummation of the business combination, which occurred on May 1, 2024, and expires five years after the consummation of the business combination or earlier upon redemption or liquidation.

	Charles W. Ergen, /s/ Kyle Jason Kiser, as attorney-in-fact	05/03/2024
	nXgen Opportunities, LLC By: Kyle Jason Kiser, Managing Member /s/ Kyle Jason Kiser	05/03/2024
	** 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 4 (b)(v).
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Ergen Charles W converted options into 18,750,000 shares (SEC Form 4)