Sec Form 3 Filing - GST-Exempt Ranch Legacy Trust @ CONX Corp. - 2024-05-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GST-Exempt Ranch Legacy Trust 2. Issuer Name and Ticker or Trading Symbol CONX Corp. [ CONX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1623 CENTRAL AVE, SUITE 214 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2024 (Street) CHEYENNE, WY82001 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 17,391,300 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GST-Exempt Ranch Legacy Trust 1623 CENTRAL AVE, SUITE 214 CHEYENNE, WY82001 X Hooke Robert J. 1623 CENTRAL AVE, SUITE 214 CHEYENNE, WY82001 X Centennial Fiduciary Management LLC 1623 CENTRAL AVE, SUITE 214 CHEYENNE, WY82001 X Signatures Robert J. Hooke /s/ Robert J. Hooke 05/03/2024 Signature of Reporting Person Date GST-Exempt Ranch Legacy Trust By: Centennial Fiduciary Management LLC, Trustee, Robert J. Hooke, Trust Officer /s/ Robert J. Hooke 05/03/2024 Signature of Reporting Person Date Centennial Fiduciary Management LLC By:Robert J. Hooke, Trust Officer /s/ Robert J. Hooke 05/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") were purchased by GST-Exempt Ranch Legacy Trust (the "Trust") on May 1, 2024, pursuant to a forward contract entered into on November 1, 2023 that was subsequently assigned to the Trust by Charles W. Ergen. On the tenth trading day following the date on which the volume-weighted average price for the Issuer's Class A common stock over any twenty trading days within any preceding thirty consecutive trading day period is greater than or equal to $11.50, each share of Series A Preferred Stock will mandatorily be converted into shares of the Issuer's Class A common stock on a one-for-one basis, subject to certain adjustments. ( 2 )The securities are held directly by the Trust. Centennial Fiduciary Management LLC (the "Trustee") is the trustee of the Trust and Robert J. Hooke is the trust officer of the Trustee. Each Reporting Person is filing this Form 3 solely in its position as trustee of the Trust or trust officer of the Trustee, respectively, and disclaims beneficial ownership over any securities owned by the Trust other than to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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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