Hawkeye 360 Inc.

05/12/2026 | Press release | Distributed by Public on 05/12/2026 17:17

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NightDragon Growth I, L.P.
2. Issuer Name and Ticker or Trading Symbol
HawkEye 360, Inc. [HAWK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
VC FUND PRE-IPO INVESTMENT
(Last) (First) (Middle)
101 2ND STREET, SUITE 1275
3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026
(Street)
SAN FRANCISCO, CA 94105
4. If Amendment, Date 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
(City) (State) (Zip)
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 05/08/2026 C 5,841,537(1) A (1) 5,841,537 D(2)
COMMON STOCK 05/08/2026 M 30,645(3) A (3) 5,872,182 D(2)
COMMON STOCK 05/08/2026 M 85,273(4) A (4) 5,957,455 D(2)
COMMON STOCK 05/08/2026 M 13,535(5) A (5) 5,970,990 D(2)
COMMON STOCK 05/08/2026 D 12(3) D (3) 5,970,978 D(2)
COMMON STOCK 05/08/2026 D 33(4) D (4) 5,970,945 D(2)
COMMON STOCK 05/08/2026 D 5,818(5) D (5) 5,965,127 D(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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
SERIES A-1 PREFERRED STOCK (1) 05/08/2026 C 32,719 (1) (1) COMMON STOCK 32,719 $ 0 0 D(2)
SERIES A-2 PREFERRED STOCK (1) 05/08/2026 C 36,196 (1) (1) COMMON STOCK 36,196 $ 0 0 D(2)
SERIES A-3 PREFERRED STOCK (1) 05/08/2026 C 12,247 (1) (1) COMMON STOCK 12,247 $ 0 0 D(2)
SERIES B PREFERRED STOCK (1) 05/08/2026 C 31,789 (1) (1) COMMON STOCK 31,789 $ 0 0 D(2)
SERIES C PREFERRED STOCK (1) 05/08/2026 C 5,017,739 (1) (1) COMMON STOCK 5,017,739 $ 0 0 D(2)
SERIES D PREFERRED STOCK (1) 05/08/2026 C 220,162 (1) (1) COMMON STOCK 220,162 $ 0 0 D(2)
SERIES D-1 PREFERRED STOCK (1) 05/08/2026 C 278,635 (1) (1) COMMON STOCK 278,635 $ 0 0 D(2)
SERIES E PREFERRED STOCK (1) 05/08/2026 C 212,050 (1) (1) COMMON STOCK 212,050 $ 0 0 D(2)
WARRANT TO PURCHASE COMMON STOCK $0.01 05/08/2026 M 30,645 (3) (3) COMMON STOCK 30,645 $ 0 0 D(6)
WARRANT TO PURCHASE COMMON STOCK $0.01 05/08/2026 M 85,273 (4) (4) COMMON STOCK 85,273 $ 0 0 D(6)
WARRANT TO PURCHASE COMMON STOCK $11.747 05/08/2026 M 13,535 (5) (5) COMMON STOCK 13,535 $ 0 0 D(6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NightDragon Growth I, L.P.
101 2ND STREET, SUITE 1275
SAN FRANCISCO, CA 94105
VC FUND PRE-IPO INVESTMENT

Signatures

NightDragon Growth I, L.P. by NightDragon GP I, LLC /s/ Tony Chow, Chief Compliance Officer 05/12/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock and Series E Preferred Stock automatically converted into common stock upon the closing of the Issuer's initial public offering for no additional consideration, on a 1-for-1 basis, and had no expiration date.
(2) The shares are held of record by NightDragon Growth I, L.P. ("NightDragon I"). NightDragon Growth GP I, LLC ("NightDragon GP I") is the general partner of NightDragon I.
(3) The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $0.01 per share. NightDragon I paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 12 of the warrant shares to pay the exercise price.
(4) The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $0.01 per share. NightDragon I paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 33 of the warrant shares to pay the exercise price.
(5) The warrant to acquire common stock automatically net exercised into shares of the Issuer's common stock immediately prior to consummation of the IPO. The warrant had an exercise price of $11.1747 per share. NightDragon I paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 5,818 of the warrant shares to pay the exercise price.
(6) The Warrant is held of record by NightDragon I. NightDragon GP I is the general partner of NightDragon I.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to 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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