SEC FORM 4

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).

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^*

NightDragon Growth I, L.P.

(Last)

(First)

(Middle)

101 2ND STREET, SUITE 1275

(Street)

SAN FRANCISCO

CALIFORNIA

94105

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	05/08/2026		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⁾

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)
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⁾

Explanation of Responses:

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.

	NightDragon Growth I, L.P. by NightDragon GP I, LLC /s/ Tony Chow, Chief Compliance Officer	05/12/2026
	** 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.
* Form 4: SEC 1474 (03-26)