Statement of Changes in Beneficial Ownership (4)
May 17 2023 - 3:32PM
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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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
*
Muniz Thomas Paul |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
C/O ARCHER AVIATION INC., 190 WEST TASMAN DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/15/2023 |
(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
☐
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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Class A Common Stock | 5/15/2023 | | M | | 17994 | A | $0 | 1626556 | D | |
Class A Common Stock | 5/15/2023 | | F | | 6223 | D(1) | $2 | 1620333 | D | |
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 |
Restricted Stock Units | (2) | 5/15/2023 | | M | | | 17994 | (3) | (4) | Class A Common Stock | 17994.0 | $0 | 107961 | D | |
Explanation of Responses: |
(1) | Shares were withheld by the issuer in satisfaction of the reporting person's tax liabilities in connection with the vesting of restricted stock units, based on the issuer's closing stock price on May 12, 2023. |
(2) | 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 status as a service provider to the issuer. |
(3) | The award vested or vests as to: (i) 1/3 of the total award on November 15, 2022; and (ii) 1/12 of the total award quarterly thereafter on each March 1st, May 15th, August 15th, and November 15th. |
(4) | These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Muniz Thomas Paul C/O ARCHER AVIATION INC. 190 WEST TASMAN DRIVE SAN JOSE, CA 95134 |
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| Chief Operating Officer |
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Signatures
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/s/ Andy Missan, Attorney-in-Fact for Thomas Paul Muniz | | 5/17/2023 |
**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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