Chief Operating Officer Mcnulty Patrick bought 7 shares, increasing direct ownership by 175% to 11 units (SEC Form 4)

$JTAI
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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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
MCNULTY PATRICK

(Last) (First) (Middle)
10845 GRIFFITH PEAK DR.
SUITE 200

(Street)
LAS VEGAS NV 89135

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Jet.AI Inc. [ JTAI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 07/25/2024 P 7 A (1) 11(2) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Merger Consideration Warrant (Right to Buy) (1) 07/25/2024 S 6 08/10/2023 08/10/2033 Common Stock, par value $0.0001 per share (1) (1) 0 D
Explanation of Responses:
1. The reporting person disposed of six Merger Consideration Warrants (each, a "Warrant") of Jet.AI Inc. (the "Issuer") in exchange for seven shares of the Issuer's common stock, par value $0.0001 per share (or 1.0133 shares of common stock per Warrant, rounded up to the nearest whole share), pursuant to the terms of the Issuer's exchange offer (the "Exchange Offer").
2. In the reporting person's last filed Form 4, filed on September 28, 2023, the reporting person mistakenly included 84,552 shares of the Issuer's common stock underlying options held by the reporting person ("Option Shares") in his reported aggregate holdings of common stock in Table I of the Form 4. Excluding such Option Shares, which had been correctly reported as part of the reporting person's Table II holdings of derivative securities in a Form 4 filed on August 23, 2023, the reporting person actually held four shares of common stock at the time his last Form 4 was filed. Adding the seven shares of common stock the reporting person received pursuant to the terms of the Exchange Offer, the reporting person now owns 11 shares of common stock.
/s/ Patrick McNulty 09/09/2024
** 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.
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