SEC Form SC 13D/A filed by Archer Aviation Inc. (Amendment)

3/8/24 4:26:06 PM ET

$ACHR

Aerospace

Industrials

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SC 13D/A 1 sc-13da03082024_stla.htm SC 13D/A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Archer Aviation Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

03945R 102

(CUSIP Number)

Giorgio Fossati, Taurusavenue 1, 2132 LS Hoofddorp, The Netherlands, +31 23 700 1511

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 6, 2024

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 2 of 9 Pages


1	Name of Reporting Person. Stellantis N.V.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF and WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [X]
6	Citizenship or Place of Organization The Netherlands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 35,151,720
		8	Shared Voting Power 10,248,226
		9	Sole Dispositive Power 35,151,720
		10	Shared Dispositive Power 10,248,226
11	Aggregate Amount Beneficially Owned by Each Reporting Person 42,399,946
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 15.1%
14	Type of Reporting Person (See Instructions) CO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 3 of 9 Pages


1	Name of Reporting Person. FCA US LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [X]
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 1,671,202
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 1,671,202
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 0.6%
14	Type of Reporting Person (See Instructions) OO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 4 of 9 Pages


1	Name of Reporting Person. FCA North America Holdings LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 1,671,202
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 1,671,202
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 0.6%
14	Type of Reporting Person (See Instructions) OO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 5 of 9 Page


1	Name of Reporting Person. FCA Foreign Sales Holdco Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 1,671,202
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 1,671,202
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 0.6%
14	Type of Reporting Person (See Instructions) OO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 6 of 9 Pages


1	Name of Reporting Person. SFS UK 1 Limited
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 1,671,202
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 1,671,202
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 0.6%
14	Type of Reporting Person (See Instructions) OO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 7 of 9 Pages


1	Name of Reporting Person. Stellantis Europe S.p.A.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization Italy
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 8,577,024
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 8,577,024
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,577,024
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 3.1%
14	Type of Reporting Person (See Instructions) CO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 8 of 9 Pages

EXPLANATORY NOTE

Item 5. Interest in Securities of the Issuer

(a) and (b) See Items 7-13 of the cover pages and Item 3 above.

The percentage calculations herein are based upon the statement in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 29, 2024, that there were 272,319,871 shares of Class A Common Stock of the Issuer outstanding as of February 23, 2024, and also take into account (i) the 1,671,202 shares of Class A Common Stock issuable upon exercise of the FCA US Warrant, (ii) the 1,077,024 shares of Class A Common Stock issuable upon exercise of the FCA Italy Warrant and (iii) the 5,000,000 shares of Class A Common Stock issuable upon exercise of Tranche 1 of the Stellantis Warrant.

(c) The following table lists transactions in the Class A Common Stock that were effectuated during the sixty day period prior to the filing of this Amendment No. 6. All transactions were effectuated in the open market through a broker.


Trade Date	Purchase/Sale	No. of Shares	Price Per Share
3/4/2024	Purchase	930,000	$4.51
3/5/2024	Purchase	900,000	$4.22
3/6/2024	Purchase	1,073,583	$4.32
3/7/2024	Purchase	700,000	$4.28

(d) Pursuant to the Forward Purchase Agreement, so long as Stellantis or its affiliates beneficially own Class A Common Stock equal to at least 12.5% of the Issuer’s outstanding Class A Common Stock, it will have the right to nominate one individual for election to the Board as a Class II director at the Issuer’s annual meeting of stockholders to occur in 2026 through the date of the Issuer’s annual meeting of stockholders in 2029. Thus, so long as Stellantis’ designated director remains on the Issuer’s board, such director will participate in any board decisions regarding the receipt of dividends from, or the proceeds from the sale of, the Issuer’s Common Stock.

(e) Not applicable.


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 9 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: March 8, 2024	STELLANTIS N.V.

	By:	/s/ Giorgio Fossati
		Name: Giorgio Fossati
		Title: General Counsel


			FCA US LLC

			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: Attorney-in-Fact


			FCA NORTH AMERICA HOLDINGS LLC

			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: Attorney-in-Fact


			FCA FOREIGN SALES HOLDCO LTD.

			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: Attorney-in-Fact


			SFS UK 1 LIMITED

			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: Attorney-in-Fact


			STELLANTIS EUROPE S.P.A.

			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: Attorney-in-Fact

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SEC Form SC 13D/A filed by Archer Aviation Inc. (Amendment)

3/8/24 4:26:06 PM ET

$ACHR

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SC 13D/A 1 sc-13da03082024_stla.htm SC 13D/A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Archer Aviation Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

03945R 102

(CUSIP Number)

Giorgio Fossati, Taurusavenue 1, 2132 LS Hoofddorp, The Netherlands, +31 23 700 1511

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 6, 2024

(Date of Event which Requires Filing of this Statement)

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 2 of 9 Pages


1	Name of Reporting Person. Stellantis N.V.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): AF and WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [X]
6	Citizenship or Place of Organization The Netherlands
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power 35,151,720
		8	Shared Voting Power 10,248,226
		9	Sole Dispositive Power 35,151,720
		10	Shared Dispositive Power 10,248,226
11	Aggregate Amount Beneficially Owned by Each Reporting Person 42,399,946
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 15.1%
14	Type of Reporting Person (See Instructions) CO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 3 of 9 Pages


1	Name of Reporting Person. FCA US LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [X]
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 1,671,202
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 1,671,202
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 0.6%
14	Type of Reporting Person (See Instructions) OO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 4 of 9 Pages


1	Name of Reporting Person. FCA North America Holdings LLC
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 1,671,202
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 1,671,202
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 0.6%
14	Type of Reporting Person (See Instructions) OO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 5 of 9 Page


1	Name of Reporting Person. FCA Foreign Sales Holdco Ltd.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 1,671,202
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 1,671,202
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 0.6%
14	Type of Reporting Person (See Instructions) OO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 6 of 9 Pages


1	Name of Reporting Person. SFS UK 1 Limited
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 1,671,202
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 1,671,202
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,671,202
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 0.6%
14	Type of Reporting Person (See Instructions) OO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 7 of 9 Pages


1	Name of Reporting Person. Stellantis Europe S.p.A.
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization Italy
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power -0-
		8	Shared Voting Power 8,577,024
		9	Sole Dispositive Power -0-
		10	Shared Dispositive Power 8,577,024
11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,577,024
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 3.1%
14	Type of Reporting Person (See Instructions) CO


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 8 of 9 Pages

EXPLANATORY NOTE

Item 5. Interest in Securities of the Issuer

(a) and (b) See Items 7-13 of the cover pages and Item 3 above.


Trade Date	Purchase/Sale	No. of Shares	Price Per Share
3/4/2024	Purchase	930,000	$4.51
3/5/2024	Purchase	900,000	$4.22
3/6/2024	Purchase	1,073,583	$4.32
3/7/2024	Purchase	700,000	$4.28

(e) Not applicable.


CUSIP No. 03945R 102			SCHEDULE 13D/A			Page 9 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: March 8, 2024	STELLANTIS N.V.

	By:	/s/ Giorgio Fossati
		Name: Giorgio Fossati
		Title: General Counsel


			FCA US LLC

			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: Attorney-in-Fact


			FCA NORTH AMERICA HOLDINGS LLC

			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: Attorney-in-Fact


			FCA FOREIGN SALES HOLDCO LTD.

			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: Attorney-in-Fact


			SFS UK 1 LIMITED

			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: Attorney-in-Fact


			STELLANTIS EUROPE S.P.A.

			By:			/s/ Giorgio Fossati
						Name: Giorgio Fossati
						Title: Attorney-in-Fact

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CHIEF PEOPLE PARTNERSHIPS OFF. Perkins Tosha converted options into 84,313 shares, gifted 3,000 shares and sold $420,457 worth of shares (42,775 units at $9.83), increasing direct ownership by 15% to 295,337 units (SEC Form 4)

Chief Legal & Strategy Officer Lentell Eric converted options into 96,454 shares and sold $481,016 worth of shares (48,936 units at $9.83) (SEC Form 4)

Interim CFO Gupta Priya converted options into 19,849 shares and sold $100,497 worth of shares (10,224 units at $9.83), increasing direct ownership by 7% to 147,153 units (SEC Form 4)

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CHIEF PEOPLE PARTNERSHIPS OFF. Perkins Tosha converted options into 84,313 shares, gifted 3,000 shares and sold $420,457 worth of shares (42,775 units at $9.83), increasing direct ownership by 15% to 295,337 units (SEC Form 4)

Chief Legal & Strategy Officer Lentell Eric converted options into 96,454 shares and sold $481,016 worth of shares (48,936 units at $9.83) (SEC Form 4)

Interim CFO Gupta Priya converted options into 19,849 shares and sold $100,497 worth of shares (10,224 units at $9.83), increasing direct ownership by 7% to 147,153 units (SEC Form 4)

$ACHR SEC Filings

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Large owner Stellantis N.V. bought $4,999,995 worth of shares (751,879 units at $6.65), increasing direct ownership by 1% to 60,486,841 units (SEC Form 4)

Director Diaz Deborah bought $38,522 worth of shares (5,150 units at $7.48), increasing direct ownership by 5% to 98,886 units (SEC Form 4)

Chief Executive Officer Goldstein Adam D sold $14,855,764 worth of shares (3,007,178 units at $4.94) and bought $101,181 worth of shares (19,762 units at $5.12), decreasing direct ownership by 60% to 2,014,890 units (SEC Form 4)

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$ACHR
SEC Filings

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