4: Statement of changes in beneficial ownership of securities
Published on
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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). | ||||||||||||||||
| 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
Matternet, Inc. [ NONE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/22/2026 | ||||||||||||||||||||||||||
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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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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/22/2026 | A | 413,902 | A | (1) | 413,902 | I | By Cerracap Growth Fund I LP(2) | ||
| Common Stock | 05/22/2026 | A | 784,545 | A | (1) | 784,545 | I | By Cerracap II, LP(3) | ||
| Common Stock | 05/22/2026 | A | 368,041 | A | (1) | 368,041 | I | By Cerracap International Investments SPC(4) | ||
| Common Stock | 05/22/2026 | A | 782,426 | A | (1) | 782,426 | I | By Cerracap Ventures Matternet LLC(5) | ||
| Common Stock | 05/22/2026 | P | 58,333(6) | A | $3 | 58,333 | I | By CerraCap Growth Fund I LP(2) | ||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Received in connection with the Issuer's merger (the "Merger") with Matternet, Inc. ("Legacy Matternet") in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of May 22, 2026, by and among the Issuer (f/k/a Los Altos Ventures Corp.), Matternet Acquisition Co. and Legacy Matternet (the "Merger Agreement"), in exchange for shares of Legacy Matternet common stock. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of Legacy Matternet common stock was converted into the right to receive 2.0801 shares of the Issuer's common stock, rounded to the nearest whole share. |
| 2. The shares are held directly by Cerracap Growth Fund I LP ("Cerracap Growth"). Mr. Ranjan is Managing Partner of Cerracap Growth and may be deemed to have shared voting and dispositive power with respect to the shares held by Cerracap Growth and as a result may be deemed to have beneficial ownership of such shares. Ms. Ranjan expressly disclaims beneficial ownership of all securities held by Cerracap Growth except to the extent of his pecuniary interest therein. |
| 3. The shares are held directly by Cerracap II, LP ("Cerracap II"). Mr. Ranjan is Managing Partner of Cerracap II and may be deemed to have shared voting and dispositive power with respect to the shares held by Cerracap II and as a result may be deemed to have beneficial ownership of such shares. Ms. Ranjan expressly disclaims beneficial ownership of all securities held by Cerracap II except to the extent of his pecuniary interest therein. |
| 4. The shares are held directly by Cerracap International Investments SP ("Cerracap International"). Mr. Ranjan is Managing Partner of Cerracap International and may be deemed to have shared voting and dispositive power with respect to the shares held by Cerracap International and as a result may be deemed to have beneficial ownership of such shares. Ms. Ranjan expressly disclaims beneficial ownership of all securities held by Cerracap International except to the extent of his pecuniary interest therein. |
| 5. The shares are held directly by Cerracap Ventures Matternet LLC ("Cerracap Ventures"). Mr. Ranjan is Managing Partner of Cerracap Ventures and may be deemed to have shared voting and dispositive power with respect to the shares held by Cerracap Ventures and as a result may be deemed to have beneficial ownership of such shares. Ms. Ranjan expressly disclaims beneficial ownership of all securities held by Cerracap Ventures except to the extent of his pecuniary interest therein. |
| 6. Received in connection with the Issuer's private placement in accordance with the terms of the Subscription Agreement dated as of May 22, 2026, by and among the Issuer (f/k/a Los Altos Ventures Corp.) and the purchasers set forth therein. |
| /s/ Jason Benjamin Secore, Attorney-in-Fact | 05/27/2026 | |
| ** 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.