| 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). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Satellogic Inc. [ SATL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/26/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 05/26/2026 | S | 10,000,000 | D | $9.77 | 10,000,000 | I | See footnotes(1)(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The Class A common stock included herein is held by Liberty Strategic Capital (SATL) Holdings, LLC ("Liberty SATL"). Liberty 77 Capital L.P. (the "Liberty Manager") is the investment manager of the managing members of Liberty SATL. Liberty 77 Capital Partners L.P. is the general partner of the Liberty Manager. Liberty Capital L.L.C. is the general partner of Liberty 77 Capital Partners L.P. STM Partners LLC is the manager of Liberty Capital L.L.C. Steven T. Mnuchin is a director of Satellogic Inc. and the president of STM Partners LLC. |
| 2. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. |
| Remarks: |
| Exhibit 99.1 - Joint Filer Information |
| /s/ See Signatures Included in Exhibit 99.1 | 05/28/2026 | |
| ** 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 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. | ||
EXHIBIT 99.1
This Statement on Form 4 is filed jointly by the Reporting Persons listed below. The principal business address of each of these Reporting Persons can be found on the Form 4 filed herewith.
Name of Designated Filer: LIBERTY 77 CAPITAL L.P.
Date of Event Requiring Statement: May 26, 2026
Issuer Name and Ticker or Trading Symbol: Satellogic Inc. [SATL]
| LIBERTY 77 CAPITAL L.P. | ||||
| By: | Liberty 77 Capital Partners L.P., its general partner |
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| By: | Liberty Capital L.L.C., its general partner |
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| By: | /s/ Jesse M. Burwell | |||
| Name: | Jesse M. Burwell | |||
Title: |
Chief Financial Officer |
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LIBERTY STRATEGIC CAPITAL (SATL) HOLDINGS, LLC | ||||
| By: | Liberty 77 Fund L.P., Liberty 77 Fund USTE L.P. and Liberty 77 Fund International L.P., its managing members |
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| By: | Liberty 77 Capital GenPar L.P., their general partner |
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| By: | Liberty 77 Capital UGP L.L.C., its general partner |
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| By: | /s/ Jesse M. Burwell | |||
| Name: | Jesse M. Burwell | |||
| Title: | Chief Financial Officer | |||
LIBERTY 77 CAPITAL PARTNERS L.P. | ||||
| By: | Liberty Capital L.L.C., its general partner |
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| By: | /s/ Jesse M. Burwell | |||
| Name: | Jesse M. Burwell | |||
| Title: | Chief Financial Officer | |||
LIBERTY CAPITAL L.L.C. |
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| By: | /s/ Jesse M. Burwell | |||
Name: |
Jesse M. Burwell |
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Title: |
Chief Financial Officer |
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| STM PARTNERS LLC | ||||
| By: | /s/ Jesse M. Burwell | |||
| Name: | Jesse M. Burwell as attorney-in-fact for Steven T. Mnuchin | |||
Title: |
President |
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| /s/ Jesse M. Burwell | ||||
Jesse M. Burwell as attorney-in-fact for Steven T. Mnuchin |
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