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).

1. Name and Address of Reporting Person^*

COHEN JONATHAN Z

(Last)

(First)

(Middle)

C/O OSPREY SPONSOR II, LLC

1845 WALNUT STREET, SUITE 1111

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BlackSky Technology Inc. [ BKSY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2021

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)
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	09/09/2021		M		7,906,250	A	⁽¹⁾	7,906,250	I	By Osprey Sponsor II, LLC

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⁾	09/09/2021		M			7,906,250	⁽¹⁾	⁽¹⁾	Class A Common Stock	7,906,250	⁽¹⁾	0	I	By Osprey Sponsor II, LLC
Warrants	⁽²⁾⁽³⁾	09/09/2021		A		8,325,000		⁽²⁾⁽³⁾	09/09/2026	Class A Common Stock	8,325,000	⁽²⁾⁽³⁾	8,325,000	I	By Osprey Sponsor II, LLC

1. Name and Address of Reporting Person^*

COHEN JONATHAN Z

(Last)

(First)

(Middle)

C/O OSPREY SPONSOR II, LLC

1845 WALNUT STREET, SUITE 1111

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Osprey Sponsor II, LLC

(Last)

(First)

(Middle)

C/O OSPREY TECHNOLOGY ACQUISITION CORP.

1845 WALNUT STREET, 10TH FLOOR

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

Explanation of Responses:

1. On September 9, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of February 17, 2021 (the "Merger Agreement"), by and among the Issuer (f/k/a Osprey Technology Acquisition Corp.), Osprey Technology Merger Sub, Inc. ("Merger Sub"), and BlackSky Holdings, Inc. ("Old BlackSky"), Merger Sub merged with and into Old BlackSky with Old BlackSky surviving as a wholly owned subsidiary of the Issuer (the "Merger"). In connection with and upon consummation of the Merger, each of the Issuer's outstanding shares of Class B Common Stock automatically converted into one share of Class A Common Stock.

2. In connection with the Issuer's initial public offering and pursuant to the Private Placement Warrant Purchase Agreement, dated as of October 31, 2019, by and between the Issuer and Osprey Sponsor II, LLC (the "Sponsor"), the Sponsor purchased an aggregate of 8,325,000 warrants from the Issuer to purchase 8,325,000 shares of Class A Common Stock (the "Private Placement Warrants") for a price of $1.00 per Private Placement Warrant. Upon consummation of the Merger, the Private Placement Warrants became exercisable, beginning 30 days after the closing of the Merger, for one share of Class A Common Stock at an exercise price of $11.50 per share.

3. (Continued from footnote 2) Pursuant to the Sponsor Support Agreement, dated as of February 17, 2021, by and among the Issuer, Old BlackSky and the Sponsor, the Sponsor, solely in its capacity as a stockholder of the Issuer, has agreed not to exercise 50% of the Private Placement Warrants held by the Sponsor unless and until the Class A Common Stock issued upon conversion of such warrants reaches a trading price of $20.00 per share. The Private Placement Warrants expire on the fifth anniversary of the consummation of the Merger.

Remarks:

	/s/ Mark E. Rosenstein, as Attorney-in-Fact	09/10/2021
	/s/ Mark E. Rosenstein, as Attorney-in-Fact for Jonathan Z. Cohen, Manager of Osprey Sponsor II, LLC	09/10/2021
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4: Cohen Jonathan Z converted options into 7,906,250 units of Class A Common Stock