HERBERT STEPHEN P 4
4 · Armada Acquisition Corp. III · Filed Mar 17, 2026
Research Summary
AI-generated summary of this filing
Armada Acquisition (AACIU) CEO Stephen P. Herbert Forfeits 345,083 Shares
What Happened Stephen P. Herbert — Chief Executive Officer, Chairman, and Director of Armada Acquisition Corp. III (AACIU) — is reported on a Form 4 as being associated with the disposition (forfeiture) of 345,083 Class B ordinary shares on February 19, 2026. The shares were forfeited by the Sponsor (Armada Sponsor III LLC) as a result of the underwriters’ partial exercise and waiver of the IPO over‑allotment option; no cash or proceeds were received. The filing lists the transaction code "J" (other acquisition or disposition) and treats these as derivative Class B shares (price and total value: N/A).
Key Details
- Transaction date: February 19, 2026. Form 4 filed March 17, 2026 (filed late — 27 days after the transaction).
- Security: 345,083 Class B Ordinary Shares (derivative). Price/amount received: none (forfeiture).
- Footnote highlights:
- Class B shares convert one-for-one to Class A at the issuer’s initial business combination or earlier at holder’s option.
- The forfeiture resulted from the underwriters partially exercising the over‑allotment and issuing a waiver; 345,083 Sponsor Class B shares were forfeited for no consideration.
- The shares are held directly by the Sponsor; Herbert is a managing member of the Sponsor and may be deemed to beneficially own them but disclaims ownership except for any pecuniary interest.
- Filing timeliness: This Form 4 was filed late (more than the 2 business days normally required), which affects the promptness of public disclosure.
Context This was not an open‑market sale by Herbert but a Sponsor forfeiture tied to IPO over‑allotment mechanics — the Sponsor surrendered Class B shares rather than transferring them to a third party for cash. For retail investors, forfeitures like this are administrative/capital-structure events and do not necessarily indicate the insider’s personal trading intent or view of the company.
Insider Transaction Report
- Other
Class B Ordinary Shares
[F1][F2][F3]2026-02-19−345,083→ 8,252,834 total(indirect: By LLC)→ Class A Ordinary Shares (8,252,834 underlying)
Footnotes (3)
- [F1]The Class B Ordinary Shares have no expiration date and will automatically convert into Class A Ordinary Shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis.
- [F2]As described in the registration statement on Form S-1 (File No. 333-291013), up to 1,136,250 of the Class B Ordinary Shares issued to Armada Sponsor III LLC (the "Sponsor") were subject to forfeiture depending on the extent to which the underwriters' over-allotment option was exercised in connection with the Issuer's initial public offering. On February 19, 2026, the underwriters partially exercised the over-allotment option to purchase an additional 2,350,000 public units and delivered a notice of waiver with respect to the unexercised portion of the over-allotment option, and as a result, the Sponsor forfeited 345,083 Class B Ordinary Shares for no consideration.
- [F3]The securities are held directly by the Sponsor. The Reporting Person is a managing member of the Sponsor, therefore, he may be deemed to have beneficial ownership of the securities held directly by the Sponsor. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.