Chief Executive Officer Goldstein Adam D converted options into 5,002,306 shares (SEC Form 4)
$ACHR
Aerospace
Industrials
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ ACHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/18/2024 | ||||||||||||||||||||||||||
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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 | 11/18/2024 | C | 5,002,306 | A | (1) | 5,002,306 | D | |||
| Class A Common Stock | 139,526 | I | By Capri Growth LLC(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 | ||||||||
| Performance Based Restricted Stock Units | (3) | 11/18/2024 | M | 5,002,306 | (4) | (5) | Class B Common Stock | 5,002,306 | $0 | 10,004,612 | D | ||||
| Class B Common Stock | (1) | 11/18/2024 | M | 5,002,306 | (1) | (6) | Class A Common Stock | 5,002,306 | $0(1) | 11,463,959 | D | ||||
| Class B Common Stock | (1) | 11/18/2024 | C | 5,002,306 | (1) | (6) | Class A Common Stock | 5,002,306 | $0(1) | 6,461,653 | D | ||||
| Class B Common Stock | (1) | (1) | (6) | Class A Common Stock | 27,756,278 | 27,756,278 | I | By Capri Growth LLC(2) | |||||||
| Explanation of Responses: |
| 1. Each share of Class B Common Stock is convertible into one share of the issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value. |
| 2. The shares are directly held by Capri Growth LLC, of which the reporting person is the sole managing member. |
| 3. Each performance-based restricted stock unit represents a contingent right to receive one share of the issuer's Class B Common Stock upon the achievement of certain performance criteria and pursuant to the terms of the reporting person's agreement with the issuer. |
| 4. On September 16, 2021, the reporting person was granted a performance-based restricted stock unit award consisting of 20,009,224 restricted stock units (the "Founder PRSU Award"). Pursuant to the reporting person's agreement with the issuer, the Founder PRSU Award may vest in four equal tranches, with the vesting and settlement of each tranche being contingent upon both the achievement of pre-determined performance milestones and the reporting person establishing a mutually acceptable arrangement to satisfy tax liabilities associated with the settlement thereof. The reported transaction represents the vesting and settlement of the second tranche of the Founder PRSU Award upon the satisfaction of both the aforementioned requirements. |
| 5. The remaining tranches of the Founder PRSU Award may expire if the relevant performance criteria are not achieved by September 16, 2028. |
| 6. A holder's shares of Class B Common Stock convert automatically upon certain transfers and are subject to mandatory conversion into Class A Common Stock upon the occurrence of certain events described in the issuer's Amended and Restated Certificate of Incorporation. |
| /s/ Eric Lentell, Attorney-in-Fact for Adam D. Goldstein | 11/18/2024 | |
| ** 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. | ||