FORM 4
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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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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| 1. Name and Address of Reporting Person * Insight Holdings Group, LLC | 2. Issuer Name and Ticker or Trading Symbol HawkEye 360, Inc. [HAWK] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
1114 AVENUE OF THE AMERICAS, 36TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person | |
| UNITED STATES | ||
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1.Title of Security (Instr. 3) | 2. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | ||||||
| Common Stock | 5/8/2026 | C | 2,272,723 | A | (1) | 2,272,723 | I | See footnote (2) | ||
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
| 1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | ||||||||
| Series A-1 Preferred Stock | (1) | 5/8/2026 | C | 584,256 | (1) | (1) | Common Stock | 584,256 | (1) | 0 | I | See footnote (2) | |||
| Series A-2 Preferred Stock | (1) | 5/8/2026 | C | 646,372 | (1) | (1) | Common Stock | 646,372 | (1) | 0 | I | See footnote (2) | |||
| Series A-3 Preferred Stock | (1) | 5/8/2026 | C | 218,698 | (1) | (1) | Common Stock | 218,698 | (1) | 0 | I | See footnote (2) | |||
| Series B Preferred Stock | (1) | 5/8/2026 | C | 567,664 | (1) | (1) | Common Stock | 567,664 | (1) | 0 | I | See footnote (2) | |||
| Series C Preferred Stock | (1) | 5/8/2026 | C | 182,653 | (1) | (1) | Common Stock | 182,653 | (1) | 0 | I | See footnote (2) | |||
| Series D Preferred Stock | (1) | 5/8/2026 | C | 73,080 | (1) | (1) | Common Stock | 73,080 | (1) | 0 | I | See footnote (2) | |||
| Explanation of Responses: | |
| (1) | See Exhibit 99.1 |
| (2) | See Exhibit 99.1 |
| Remarks: This Form 4 is the fourth of four Forms 4 filed relating to the same event. The Form 4 has been split into four filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. Each Form 4 is filed by Designated Filer, Insight Holdings Group, LLC. Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information |
| Reporting Owners | |||||
| Reporting Owner Name / Address | |||||
| Director | 10% Owner | Officer | Other | ||
| Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Partners Holdings Focus-H, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Partners Warehouse GP, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Venture Management, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Falcon Partners (A), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Insight Falcon Associates, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NEW YORK 10036 UNITED STATES | X | ||||
| Signatures | ||
| Insight Holdings Group, LLC, By: /s/ Andrew Prodromos/Authorized Officer | 5/12/2026 | |
| **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). |
| 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 control number. | |
| * Form 4: SEC 1474 (03-26). | |
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1.
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The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and
Series D Preferred Stock automatically converted into common stock upon the closing of the Issuer's initial public offering for no additional consideration, on a 1-for-1 basis, and had no expiration date.
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2.
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Held directly by Insight Partners Holdings Focus-H, L.P.
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Insight Holdings Group, LLC,
By: /s/ Andrew Prodromos/Authorized Officer
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05/12/2026
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**Signature of Reporting Person
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Date
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Insight Partners Holdings Focus-H, L.P.,
By: Insight Partners Warehouse GP, LLC, its general partner, By: /s/ Andrew Prodromos/Authorized Officer
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05/12/2026
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**Signature of Reporting Person
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Date
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Insight Partners Warehouse GP, LLC,
By: /s/ Andrew Prodromos/Authorized Officer
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05/12/2026
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**Signature of Reporting Person
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Date
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Insight Venture Management, LLC,
By: /s/ Andrew Prodromos/Authorized Officer
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05/12/2026
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**Signature of Reporting Person
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Date
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Insight Falcon Partners (A), L.P.,
By: Insight Falcon Associates, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer
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05/12/2026
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**Signature of Reporting Person
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Date
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Insight Falcon Associates, Ltd.,
By: /s/ Andrew Prodromos/Authorized Officer
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05/12/2026
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**Signature of Reporting Person
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Date
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