| Item 1. | |
| (a) | Name of issuer:
NextNav Inc. |
| (b) | Address of issuer's principal executive offices:
11911 Freedom Drive, Ste 200, Reston, VA, 20190 |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (each a "Reporting Person", collectively, the "Reporting Persons") are (1) Joseph D. Samberg ("Mr. Samberg"); and (2) The Joseph D. Samberg Revocable Trust (the "Revocable Trust"). |
| (b) | Address or principal business office or, if none, residence:
1091 Boston Post Road, Rye, New York 10580 |
| (c) | Citizenship:
See Row 4 of cover page for each Reporting Person |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value |
| (e) | CUSIP No.:
65345N106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
See Row 9 of cover page for each Reporting Person.
Mr. Samberg does not directly hold any shares of Common Stock. The Revocable Trust, of which Mr. Samberg serves as trustee, directly holds 9,690,665 shares of Common Stock, and entities that could be deemed to be controlled by Mr. Samberg (the "Entities") directly hold 2,430,000 shares of Common Stock. Mr. Samberg may be deemed to beneficially own the securities directly held by the Revocable Trust and the Entities.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein. |
| (b) | Percent of class:
See Row 11 of cover page for each Reporting Person.
The ownership percentages reported are based upon 130,575,453 shares of common stock of the Issuer outstanding as December 1, 2024 as reported on the Form S-3 filed with the SEC on December 13, 2024 and declared effective by the SEC on December 18, 2024. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Row 5 of cover page for each Reporting Person
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| | (ii) Shared power to vote or to direct the vote:
See Row 6 of cover page for each Reporting Person
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| | (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of cover page for each Reporting Person
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| | (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of cover page for each Reporting Person
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)