Chief Executive Officer Khare Bhisham converted options into 851,184 units of Class A Ordinary Shares, increasing direct ownership by 51% to 2,507,440 units (SEC Form 4)
$AERT
Professional Services
Consumer Discretionary
| 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
Aeries Technology, Inc. [ AERT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/22/2025 | ||||||||||||||||||||||||||
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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 Ordinary Shares | 09/22/2025 | M(1) | 851,184 | A | $0(1) | 2,507,440 | D | |||
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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 | ||||||||
| Aeries Shares Put Exchange Right | (1)(2) | 09/22/2025 | M(1) | 59,110 | (2) | (2) | Class A Ordinary Shares | 851,184 | $0(1)(2) | 0 | D | ||||
| Aeries Shares Call Exchange Right | (2) | 09/22/2025 | J(2) | 59,110 | (2) | (2) | Class A Ordinary Shares | 851,184 | $0(2) | 0 | D | ||||
| Aeries Shares Put Exchange Right | (2) | (2) | (2) | See footnote(2) | (2) | 59,110 | I | See footnote(3) | |||||||
| Aeries Shares Call Exchange Right | (2) | (2) | (2) | See footnote(2) | (2) | 59,110 | I | See footnote(3) | |||||||
| Explanation of Responses: |
| 1. On September 22, 2025, pursuant to the terms of certain Exchange Agreement, dated as of November 6, 2023 (as amended, the "Exchange Agreement"), by and among Aeries Technology, Inc. (the "Issuer"), Aeries Technology Group Business Accelerators Private Limited ("Aeries"), the Reporting Person, and the other parties thereto, the Reporting Person exercised his right to exchange 59,110 ordinary shares of Aeries, par value INR 10 per share (the "Aeries Shares"), for Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of the Issuer, at an exchange rate of 14.40 Class A Ordinary Shares for each Aeries Share (the "Exchange"). |
| 2. The Exchange Agreement provides that the Reporting Person may exercise his right to have the Issuer exchange his Aeries Shares for Class A Ordinary Shares upon the satisfaction of certain conditions included in the Exchange Agreement. The Issuer determined that the exercise conditions were satisfied as of March 26, 2024 and, pursuant to the terms of the Exchange Agreement, after April 1, 2024, the Reporting Person had the right to exchange 100% of his Aeries Shares. As previously reported, pursuant to the Exchange Agreement, the Issuer had an Aeries Share Call Exchange Right to effect the Exchange. Upon the Reporting Person's exercise of the Aeries Shares Put Exchange Right, the Issuer's Aeries Shares Call Exchange Right with respect to such Aeries Shares was terminated. |
| 3. Represents Class A Ordinary Shares issuable pursuant to the exercise of exchange rights with respect to Aeries Shares held by the Aeries Employee Stock Option Trust ("ESOP Trust") for which the reporting is person is a beneficiary and assumes distribution of such Aeries Shares by the ESOP Trust to the reporting person prior to an exchange for Class A Ordinary Shares. |
| /s/ Daniel S. Webb, as attorney-in-fact for Bhisham Khare | 09/24/2025 | |
| ** 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. | ||