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Form 4 Maxar Technologies Inc. For: Dec 28 Filed by: Nord Daniel

December 30, 2022 4:47 PM
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 *
Nord Daniel

(Last) (First) (Middle)
1300 W. 120TH AVENUE

(Street)
WESTMINSTER CO 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 and GM, Enterprise
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2022
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)
Code V Amount (A) or (D) Price
Common Stock 12/28/2022 A 23,716 (1) A $ 0 (2) 58,026 (3) D
Common Stock 12/28/2022 F 11,760 (4) D $ 51.47 46,266 (3) D
Common Stock 12/28/2022 F 11,783 (5) D $ 51.47 34,483 (6) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. This transaction is due to an accelerated vesting on December 28, 2022 based on approval of the Compensation Committee of the Board of Directors (the "Committee") to mitigate adverse tax consequences to both the Company and the Reporting Person that could arise under Section 280G and 4999 of the Internal Revenue Code in connection with the merger transaction contemplated by the Agreement and Plan of Merger by and among the Company, Galileo Parent, Inc., Galileo Bidco, Inc. and Galileo Topco, Inc. dated as of December 15, 2022 (the "Merger Agreement").
2. Granted by the Issuer for no consideration.
3. Amount reported includes 30,151 unvested restricted stock units.
4. Shares withheld by the issuer to satisfy tax withholding obligations upon vesting of performance stock units; not an open market transaction.
5. Shares withheld by the issuer to satisfy tax withholding obligations upon vesting of restricted stock units; not an open market transaction.
6. Amount reported includes 6,070 unvested restricted stock units.
/s/ Patricia Lamm, attorney-in-fact for Daniel Nord 12/30/2022
** 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).
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