Statement of Changes in Beneficial Ownership (4)
27 6월 2023 - 6:11AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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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1. Name and Address of Reporting Person
*
Diaz Fred M |
2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc.
[
ACHR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ARCHER AVIATION INC., 190 WEST TASMAN DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/23/2023 |
(Street)
SAN JOSE, CA 95134 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 |
Deferred Restricted Stock Units | (1) | 6/23/2023 | | A | | 59347 | | (2) | (3) | Class A Common Stock | 59347.0 | $0 | 59347 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the reporting person's continued service to the Issuer as of the applicable vesting date. |
(2) | All of the restricted stock units vest on the earlier of the: (i) one year anniversary of the grant date or (ii) date of the Issuer's 2024 annual stockholders' meeting. On the vesting date, pursuant to the reporting person's election, the restricted stock units will automatically convert into an equal number of deferred stock units, which will be settled for an equal number of shares of the Issuer's Class A Common Stock on the tenth anniversary of the grant date. Notwithstanding the aforementioned deferral period, from and after the vesting date, the deferred stock units may automatically settle earlier upon the reporting person's death, disability, or separation from service with the Issuer, or upon the occurrence of an "unforeseeable emergency," as that term is defined under the deferred compensation program. |
(3) | The restricted stock units do not expire; they either will vest on the vesting date and settle for shares at the end of the deferral period or they will be cancelled prior to the vesting date in the event the reporting person ceases to provide services to the Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Diaz Fred M C/O ARCHER AVIATION INC. 190 WEST TASMAN DRIVE SAN JOSE, CA 95134 | X |
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Signatures
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/s/ Andy Missan, Attorney-in-Fact for Fred M. Diaz | | 6/26/2023 |
**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 control number. |
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