| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/06/2026 |
3. Issuer Name and Ticker or Trading Symbol
HawkEye 360, Inc. [ HAWK ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A-1 Preferred Stock | (1) | (1) | Common Stock | 4,545 | (1) | D | |
| Series A-3 Preferred Stock | (1) | (1) | Common Stock | 8,281 | (1) | I | See Footnote(2) |
| Series B Preferred Stock | (1) | (1) | Common Stock | 3,172 | (1) | I | See Footnote(2) |
| Series C Preferred Stock | (1) | (1) | Common Stock | 596 | (1) | I | See Footnote(2) |
| Series D Preferred Stock | (1) | (1) | Common Stock | 288 | (1) | I | See Footnote(2) |
| Stock Option (Right to Buy) | (3) | 04/27/2027 | Common Stock | 117,136 | $0.23 | D | |
| Stock Option (Right to Buy) | (3) | 09/18/2029 | Common Stock | 40,000 | $2.29 | D | |
| Stock Option (Right to Buy) | (3) | 05/25/2031 | Common Stock | 4,000 | $2.78 | D | |
| Stock Option (Right to Buy) | (3) | 01/16/2033 | Common Stock | 1,000 | $2.93 | D | |
| Stock Option (Right to Buy) | (3) | 10/22/2033 | Common Stock | 75,000 | $2.31 | D | |
| Stock Option (Right to Buy) | (4) | 01/27/2035 | Common Stock | 7,500 | $3.02 | D | |
| Warrant to Purchase Common Stock | (5) | 05/05/2031 | Common Stock | 123 | $0.01 | I | See Footnote(6) |
| Warrant to Purchase Common Stock | (5) | 11/04/2031 | Common Stock | 40 | $0.01 | I | See Footnote(6) |
| Explanation of Responses: |
| 1. Each share of the Series A-1 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock is convertible into shares of the Issuer's common stock on a 1-for-1 basis, at the holder's election, and will automatically convert into shares of the Issuer's common stock upon the closing of the initial public offering (IPO) pursuant to their terms. The Series A-1 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock have no expiration date. |
| 2. The shares are held by the Money Family Trust dated November 19, 1981, revised August 26, 2016, of which the reporting person is the trustee and has voting and dispositive power. |
| 3. Fully vested. |
| 4. The shares subject to the option vest in equal monthly installments over 48 months measured from the one-month anniversary of January 1, 2025, subject to the reporting person's continuous service as of each such vesting date. |
| 5. The warrants to acquire common stock shall automatically net exercise into shares of the Issuer's common stock immediately prior to completion of the IPO. |
| 6. The warrants are held of record by Money Family Trust dated November 19, 1981, revised August 26, 2016. The reporting person is the trustee and has voting and dispositive power over the underlying shares of common stock. |
| /s/ Michael S. Turner, Attorney-in-Fact | 05/06/2026 | |
| ** 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 5 (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 Number. | ||