Statement of Changes in Beneficial Ownership (4)
June 05 2023 - 4:04PM
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
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Adcock Brett |
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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O STEVEN STOKDYK, LATHAM & WATKINS LLP, 10250 CONSTELLATION BLVD., SUITE 1100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/1/2023 |
(Street)
LOS ANGELES, CA 90067 |
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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Class A Common Stock | 6/1/2023 | | C | | 243560 | A | (2) | 243560 | I | See Footnote (6) |
Class A Common Stock | 6/1/2023 | | S | | 243560 | D | $3.0092 (4) | 0 | I | See Footnote (6) |
Class A Common Stock | 6/2/2023 | | C | | 16920 | A | (3) | 16920 | I | See Footnote (6) |
Class A Common Stock | 6/2/2023 | | S | | 16920 | D | $3.0825 (5) | 0 | I | See Footnote (6) |
Class A Common Stock | | | | | | | | 4159347 | 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 |
Class B Common Stock | (1) | 6/1/2023 | | C | | | 243560 | (1) | (1) | Class A Common Stock | 243560 | $0.00 | 19746925 | I | See Footnote (6) |
Class B Common Stock | (1) | 6/2/2023 | | C | | | 16920 | (1) | (1) | Class A Common Stock | 16920 | $0.00 | 19730005 | I | See Footnote (6) |
Explanation of Responses: |
(1) | Each share of the Issuer's Class B common stock is convertible into one share of the Issuer's Class A common stock at any time and will convert automatically upon certain transfers, whether or not for value, or upon the earliest to occur of: (i) September 16, 2031; (ii) the date specified in writing by the holders of two-thirds of the then outstanding shares of Class B common stock; and (iii) the date as of which the number of outstanding shares of Class B common stock represents less than 10.0% of the aggregate number of shares of Class B common stock and Class A common stock outstanding. |
(2) | On June 1, 2023, the reporting persons directed the sale of 243,560 shares of the Issuer's Class B common stock, resulting in the automatic conversion of the shares into 243,560 shares of the Issuer's Class A common stock. |
(3) | On June 2, 2023, the reporting persons directed the sale of 16,920 shares of the Issuer's Class B common stock, resulting in the automatic conversion of the shares into 16,920 shares of the Issuer's Class A common stock. |
(4) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $3.0000 to $3.0325 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission (the "SEC"), upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (4) to this Form 4. |
(5) | Weighted average price. These shares were sold in multiple transactions at prices ranging from $3.0700 to $3.0900 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (5) to this Form 4. |
(6) | The shares are held by Hight Drive Growth LLC ("Hight Drive"). Mr. Adcock is the sole managing member of Hight Drive and, as such, has voting and investment discretion with respect to the securities held directly by it. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Adcock Brett C/O STEVEN STOKDYK, LATHAM & WATKINS LLP 10250 CONSTELLATION BLVD., SUITE 1100 LOS ANGELES, CA 90067 |
| X |
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Signatures
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/s/ Brett Adcock | | 6/5/2023 |
**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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