4//SEC Filing
Goldstein Adam D 4
Accession 0001209191-22-039658
CIK 0001824502other
Filed
Jun 27, 8:00 PM ET
Accepted
Jun 28, 5:58 PM ET
Size
12.9 KB
Accession
0001209191-22-039658
Insider Transaction Report
Form 4
Goldstein Adam D
DirectorChief Executive Officer
Transactions
- Sale
Class A Common Stock
2022-06-24$4.08/sh−2,700,000$11,022,480→ 0 total - Conversion
Class A Common Stock
2022-06-24+2,700,000→ 2,700,000 total - Conversion
Class B Common Stock
2022-06-24−2,700,000→ 6,461,653 total→ Class A Common Stock (2,700,000 underlying)
Holdings
- 100,000(indirect: By LLC)
Class A Common Stock
- 27,756,278(indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (27,756,278 underlying)
Footnotes (5)
- [F1]Each share of the Class B Common Stock of Archer Aviation Inc. (the "Issuer") is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value.
- [F2]This transaction was effected solely for the purpose of offsetting certain tax liabilities and other related costs incurred by the reporting person in connection with the previous settlement of 5,002,306 performance-based restricted stock units pursuant to the award (the "Founder Grant") granted to the reporting person immediately prior to the closing of the Issuer's business combination in September 2021. Mr. Goldstein does not currently intend to make future sales other than as may be necessary to cover future tax liability in connection with any future vesting of the remaining tranches of his Founder Grant. Following the sale, Mr. Goldstein still maintains beneficial ownership of an aggregate 34,317,931 million shares, representing approximately 40.4% of the voting power of the Issuer's common stock outstanding. This transaction was a broker-assisted sale, with the prior approval of the Issuer's Board of Directors.
- [F3]The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.97 to $4.285, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
- [F4]The shares are directly held by Capri Growth LLC, of which the reporting person is the sole managing member.
- [F5]A holder's shares of the Issuer's Class B Common Stock convert automatically upon certain transfers. As a founder of the Issuer, the reporting person's shares will also convert automatically into Class A Common Stock upon the occurrence of certain events described in the Issuer's Amended and Restated Certificate of Incorporation.
Documents
Issuer
Archer Aviation Inc.
CIK 0001824502
Entity typeother
Related Parties
1- filerCIK 0001882604
Filing Metadata
- Form type
- 4
- Filed
- Jun 27, 8:00 PM ET
- Accepted
- Jun 28, 5:58 PM ET
- Size
- 12.9 KB