| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EVEX | Common Stock | Options Exercise | +5.05M | 5.05M | May 9, 2022 | Direct | F1, F2, F3, F4 | |||
| transaction | EVEX | Common Stock | Award | $25M | +2.5M | +49.5% | $10.00 | 7.55M | May 9, 2022 | Direct | F3, F4, F5 |
| transaction | EVEX | Common Stock | Other | -7.55M | -100% | 0 | May 9, 2022 | Direct | F3, F4, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | EVEX | Class B Common Stock | Options Exercise | $0 | -5.05M | -100% | $0.00* | 0 | May 9, 2022 | Common Stock | 5.05M | Direct | F1, F2, F3, F4 | |
| transaction | EVEX | Private Placement Warrants | Award | $14.3M | +14.3M | $1.00* | 14.3M | May 9, 2022 | Common Stock | 14.3M | $11.50 | Direct | F3, F4, F7, F8 | |
| transaction | EVEX | Private Placement Warrants | Other | -14.3M | -100% | 0 | May 9, 2022 | Common Stock | 14.3M | $11.50 | Direct | F3, F4, F6 |
Zanite Sponsor LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| 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. |
Prior to the Closing, the Sponsor was a Director by Deputization. As a result of and immediately following the Closing, including the pro rata distribution of all of its securities to its members, the Sponsor is no longer a Director by Deputization or 10% Owner, Mr. Rosen is no longer a 10% Owner, Director or Officer, and Mr. Ricci is no longer a 10% Owner or Officer. Therefore, the Sponsor and Mr. Rosen are no longer subject to Section 16 of the Securities Exchange Act of 1934 ("Section 16"). Kenneth Ricci continues to be subject to Section 16 and intends to report his pecuniary interest in the 4,050,120 shares of Common Stock and the 5,810,942 private placement warrants received by Directional Zanite, LLC, which is controlled by Mr. Ricci, in the distribution (the acquisition of which is exempt from reporting under Rule 16a-13) in his future Section 16 reports.