Maxar Form 4 / CAROLYN K PITTMAN ownership change

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^*

PITTMAN CAROLYN K

(Last)

(First)

(Middle)

1300 W. 120TH AVENUE

(Street)

WESTMINSTER

80234

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Maxar Technologies Inc. [ MAXR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, CAO

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common Stock	05/03/2023		D		101,003⁽¹⁾⁽²⁾	D	⁽¹⁾⁽²⁾	0	D

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)

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated as of Dec. 15, 2022, by and among the Issuer, Galileo Parent, Inc., a Delaware corporation, Galileo Bidco, Inc., a Delaware corporation, and Galileo Topco, Inc., a Delaware corporation ("Merger Agreement"), each share of Issuer common stock, par value $0.0001 per share, and each share of Issuer common stock underlying restricted stock units subject to time-based vesting conditions (except as described in Footnote 2 with respect to time-based restricted stock units granted in 2023), automatically and without any required action by the Reporting Person was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) of $53.00.

2. Includes 3,241 shares underlying restricted stock units that were granted in March 2023 and subject to time-based vesting conditions. Pursuant to the Merger Agreement, (i) 33% of such RSUs were canceled and converted into a right to receive $53.00 per share of Issuer common stock covered by such RSUs (without interest and less any applicable withholding taxes) and (ii) 67% of such RSUs were converted into a right to receive a cash payment equal to $53.00 per share of Issuer common stock covered by such RSUs (without interest and less any applicable withholding taxes), to be distributed in two substantially equal payments on January 1, 2024 and January 1, 2025, subject to the holders continued employment with the Issuer or earlier severance-qualifying termination.

Remarks:

	/s/ Eric J. Pagels, attorney-in-fact for Carolyn Pittman	05/05/2023
	** 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 Number.

Maxar (MAXR) Form 4Maxar / CAROLYN K PITTMAN ownership change