Mithril II UGP LLC SEC Form 3 Filed September 20, 2021: Initial statement of beneficial ownership of... Last Updated October 9, 2021 at 2:50 AM EDT

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FORM 3 SUBMISSION

SEC FORM 3 SEC Form 3
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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Mithril GP LP

(Last) (First) (Middle)
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/09/2021
3. Issuer Name and Ticker or Trading Symbol
BlackSky Technology Inc. [ BKSY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
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)
Class A Common Stock 10,386,626(1) I See Footnote(2)
Class A Common Stock 8,241,400(1)(3) I See Footnote(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
1. Name and Address of Reporting Person*
Mithril GP LP

(Last) (First) (Middle)
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mithril LP

(Last) (First) (Middle)
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mithril II UGP LLC

(Last) (First) (Middle)
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Mithril II GP LP

(Last) (First) (Middle)
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
MITHRIL II LP

(Last) (First) (Middle)
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Royan Ajay

(Last) (First) (Middle)
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
1. Name and Address of Reporting Person*
THIEL PETER

(Last) (First) (Middle)
C/O MITHRIL CAPITAL MANAGEMENT LLC
600 CONGRESS AVENUE SUITE 3100

(Street)
AUSTIN TX 78701

(City) (State) (Zip)
Explanation of Responses:
1. Reflects shares of Class A common stock, par value $0.0001, of BlackSky Technology Inc., f/k/a Osprey Technology Acquisition Corp. (the "Issuer"), acquired on September 9, 2021, upon the completion of the merger (the "Business Combination") pursuant to the Agreement and Plan of Merger, dated as of February 17, 2021, by and among the Issuer, Osprey Technology Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Osprey Technology Acquisition Corp., and BlackSky Holdings, Inc., a Delaware corporation.
2. These shares are held of record by Mithril LP ("LP"). Mithril GP LP ("GP LP") is the general partner of LP. Ajay Royan ("Royan") is the authorized person of GP LP and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by LP. Royan and Peter Thiel ("Thiel") are the members of the investment committee of GP LP. The investment committee makes all investment decisions with respect to shares held by LP and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of GP LP, Royan and Thiel disclaims beneficial ownership of the shares held by LP, except to the extent of their respective pecuniary interests therein, if any.
3. Represents 7,741,400 shares of the Issuer's Class A common stock received in connection with the Business Combination and 500,000 shares of the Issuer's Class A common stock that were acquired in a private placement which closed concurrently with the Business Combination.
4. These shares are held of record by Mithril II LP ("II LP"). Mithril II UGP LLC ("UGP II") is the general partner of Mithril II GP LP ("GP II") and GP II is the general partner of II LP. Royan is the sole managing member of UGP II and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by II LP. Royan and Thiel are the members of the investment committee established by GP II. The investment committee makes all investment decisions with respect to shares held by II LP and may be deemed to have shared voting, investment and dispositive power with respect to such shares. Each of UGP II, GP II, Royan and Thiel disclaims beneficial ownership of the shares held by II LP, except to the extent of their respective pecuniary interests therein, if any.
Remarks:
/s/ Ajay Royan, Authorized Person, Mithril GP LP, General Partner of Mithril LP 09/20/2021
/s/ Ajay Royan, Authorized Person, Mithril GP LP 09/20/2021
/s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP, the General Partner of Mithril II LP 09/20/2021
/s/ Ajay Royan, Managing Member, Mithril II UGP LLC, General Partner of Mithril II GP LP 09/20/2021
/s/ Ajay Royan, Managing Member, Mithril II UGP LLC 09/20/2021
/s/ Peter Thiel 09/20/2021
/s/ Ajay Royan 09/20/2021
** 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 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.
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