Victor Huang - Sep 27, 2024 Form 4 Insider Report for Airship AI Holdings, Inc. (AISP)

Role
CEO and Chairman of the BOD, Director, 10%+ Owner
Signature
By: /s/ Victor Huang
Stock symbol
AISP
Transactions as of
Sep 27, 2024
Transactions value $
$0
Form type
4
Date filed
10/1/2024, 04:25 PM
Previous filing
Aug 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AISP Common Stock 3.38M Sep 27, 2024 See footnote F1, F2
holding AISP Common Stock 60K Sep 27, 2024 Direct

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 Warrant Award $0 +220K $0.00 220K Sep 27, 2024 Common Stock 220K $2.36 Direct
holding AISP Options 1.76M Sep 27, 2024 Common Stock 1.76M $0.12 See footnote F2, F3
holding AISP Stock Appreciation Rights 1.76M Sep 27, 2024 Common Stock 1.76M $0.12 See footnote F2, F4
holding AISP Warrants 1.34M Sep 27, 2024 Common Stock 1.34M $1.77 Direct F5
holding AISP Earnout Rights 1.53M Sep 27, 2024 Common Stock 1.53M See footnote F2, F6
holding AISP Earnout Rights 299K Sep 27, 2024 Common Stock 299K Direct F6
holding AISP Options 0 Sep 27, 2024 Common Stock 75K $6.59 Direct F7
holding AISP Options 100K Sep 27, 2024 Common Stock 100K $2.86 Direct F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of common stock of the Issuer received on December 21, 2023, as consideration 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 shares in exchange for 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 Airship Kirkland Family Limited Partnership is the record holder of the securities reported herein. Victor Huang is the managing partner of Airship Kirkland Family Limited Partnership and as such has voting and dispositive power over these securities. Mr. Huang disclaims beneficial ownership of the securities held by Airship Kirkland Family Limited Partnership, except to the extent of his pecuniary interest therein.
F3 Represents options to purchase shares of common stock of the Issuer received on December 21, 2023, pursuant to the Merger Agreement, 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.
F4 Represents stock appreciation rights denominated in shares of common stock of the Issuer received on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of stock appreciation rights denominated in 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.
F5 Represents warrants to purchase shares of common stock of the Issuer received by the Reporting Person on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of warrants 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.
F6 Pursuant to earnout provisions in the Merger Agreement, 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.
F7 Commencing on March 31, 2024, the options (4,687.50 per quarter) will vest on the last day of each calendar quarter for four (4) consecutive years with each option vesting on (March 31st, June 30th, September 30th and December 31st).
F8 Options vest quarterly over 4 years.