4//SEC Filing
Rosen Steven H 4
Accession 0000899243-22-017250
CIK 0001823652other
Filed
May 8, 8:00 PM ET
Accepted
May 9, 4:06 PM ET
Size
22.5 KB
Accession
0000899243-22-017250
Insider Transaction Report
Form 4
Ricci Kenneth
10% Owner
Transactions
- Other
Common Stock
2022-05-09−7,550,000→ 0 total - Exercise/Conversion
Common Stock
2022-05-09+5,050,000→ 5,050,000 total - Other
Private Placement Warrants
2022-05-09−14,250,000→ 0 totalExercise: $11.50From: 2022-06-09Exp: 2027-05-09→ Common Stock (14,250,000 underlying) - Award
Common Stock
2022-05-09$10.00/sh+2,500,000$25,000,000→ 7,550,000 total - Award
Private Placement Warrants
2022-05-09$1.00/sh+14,250,000$14,250,000→ 14,250,000 totalExercise: $11.50From: 2022-06-09Exp: 2027-05-09→ Common Stock (14,250,000 underlying) - Exercise/Conversion
Class B Common Stock
2022-05-09−5,050,000→ 0 total→ Common Stock (5,050,000 underlying)
Zanite Sponsor LLC
Director10% Owner
Transactions
- Other
Common Stock
2022-05-09−7,550,000→ 0 total - Award
Private Placement Warrants
2022-05-09$1.00/sh+14,250,000$14,250,000→ 14,250,000 totalExercise: $11.50From: 2022-06-09Exp: 2027-05-09→ Common Stock (14,250,000 underlying) - Exercise/Conversion
Class B Common Stock
2022-05-09−5,050,000→ 0 total→ Common Stock (5,050,000 underlying) - Other
Private Placement Warrants
2022-05-09−14,250,000→ 0 totalExercise: $11.50From: 2022-06-09Exp: 2027-05-09→ Common Stock (14,250,000 underlying) - Award
Common Stock
2022-05-09$10.00/sh+2,500,000$25,000,000→ 7,550,000 total - Exercise/Conversion
Common Stock
2022-05-09+5,050,000→ 5,050,000 total
Rosen Steven H
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2022-05-09+5,050,000→ 5,050,000 total - Other
Common Stock
2022-05-09−7,550,000→ 0 total - Award
Common Stock
2022-05-09$10.00/sh+2,500,000$25,000,000→ 7,550,000 total - Exercise/Conversion
Class B Common Stock
2022-05-09−5,050,000→ 0 total→ Common Stock (5,050,000 underlying) - Award
Private Placement Warrants
2022-05-09$1.00/sh+14,250,000$14,250,000→ 14,250,000 totalExercise: $11.50From: 2022-06-09Exp: 2027-05-09→ Common Stock (14,250,000 underlying) - Other
Private Placement Warrants
2022-05-09−14,250,000→ 0 totalExercise: $11.50From: 2022-06-09Exp: 2027-05-09→ Common Stock (14,250,000 underlying)
Footnotes (8)
- [F1]In connection with the closing (the "Closing") of the business combination (the "Business Combination") among the Issuer (which was formerly known as Zanite Acquisition Corp.) Embraer S.A., a Brazilian corporation (sociedade anonima) ("Embraer"), EVE UAM, LLC, a Delaware limited liability company ("Eve"), and Embraer Aircraft Holding, Inc., a Delaware corporation ("EAH"), among other things, (i) each of the issued and outstanding shares of Class B common stock of the Issuer converted into shares of Class A common stock of the Issuer on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-249618) and (ii)
- [F2](Continued from Footnote 1), each of the issued and outstanding shares of Class A common stock of the Issuer converted into shares of common stock of the Issuer on a one-for-one basis pursuant to the Issuer's second amended and restated certificate of incorporation filed with the Secretary of State of the state of Delaware on the date of the Closing in connection with the Business Combination.
- [F3]Zanite Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Mr. Rosen and Mr. Ricci are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor.
- [F4]Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
- [F5]In connection with the Closing of the Business Combination, the Sponsor purchased 2,500,000 shares of common stock from the Issuer in a private placement transaction.
- [F6]Such dispositions reflect the pro rata distribution by the Sponsor of all of its securities to its members for no consideration pursuant to the Sponsor's limited liability company agreement in connection with a liquidation of the assets of the Sponsor.
- [F7]The private placement warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. Each private placement warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. The private placement warrants consist of (i) 9,650,000 private placement warrants purchased by the Sponsor in a private placement from the Issuer simultaneously with the consummation of the Issuer's initial public offering, (ii)
- [F8](Continued from Footnote 6), 2,300,000 private placement warrants purchased by the Sponsor in a private placement from the Issuer on May 18, 2021 and (iii) 2,300,000 private placement warrants purchased by the Sponsor in a private placement from the Issuer on November 16, 2021.
Documents
Issuer
Eve Holding, Inc.
CIK 0001823652
Entity typeother
Related Parties
1- filerCIK 0001535144
Filing Metadata
- Form type
- 4
- Filed
- May 8, 8:00 PM ET
- Accepted
- May 9, 4:06 PM ET
- Size
- 22.5 KB