Mark E. Scott - Aug 16, 2024 Form 4 Insider Report for Airship AI Holdings, Inc. (AISP)

Role
Chief Financial Officer
Signature
By: /s/ Mark E. Scott
Stock symbol
AISP
Transactions as of
Aug 16, 2024
Transactions value $
$0
Form type
4
Date filed
8/19/2024, 04:17 PM
Previous filing
Apr 19, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AISP Options Other $0 -25K -100% $0.00* 0 Aug 16, 2024 Common Stock 25K $7.61 See footnote F2, F4, F5
transaction AISP Options Award $0 +100K $0.00 100K Aug 16, 2024 Common Stock 100K $2.86 See footnote F2, F4
holding AISP Options 44K Aug 16, 2024 Common Stock 44K $0.57 See footnote F1, F2
holding AISP Options 44K Aug 16, 2024 Common Stock 44K $1.64 See footnote F1, F2
holding AISP Earnout Rights 19.5K Aug 16, 2024 Common Stock 19.5K See footnote F2, F3
holding AISP Options 25K Aug 16, 2024 Common Stock 25K $1.49 See footnote F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents options to purchase shares of common stock of the Issuer received on December 21, 2023, pursuant to that certain Merger Agreement, dated as of June 27, 2023 (as amended on September 22, 2023 and as may be further amended and/or restated from time to time, the "Merger Agreement"), by and among Airship AI Holdings, Inc., a Delaware corporation (the "Issuer") (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delaware corporation), BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of the Issuer, and Airship AI, Inc., a Washington company (formerly known as Airship AI Holdings, Inc., "Airship AI"). The Reporting Person received the reported options upon the conversion of options to purchase shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.
F2 Held by various entities controlled by the Reporting Person. The Reporting Person has voting and dispositive power over the securities held by such entities. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
F3 Pursuant to earnout provisions in the Merger Agreement and subject to the Reporting Person's continued service to the Issuer, the holder of such Earnout Rights is entitled to receive shares of common stock of the Issuer upon the occurrence of certain operating performance and share price performance milestones during the applicable earnout periods set forth in the Merger Agreement.
F4 Options vest quarterly over 4 years.
F5 Options Cancelled.