Brett Adcock - Sep 16, 2021 Form 4/A - Amendment Insider Report for Archer Aviation Inc. (ACHR)

Role
Co-Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Andy Missan, Attorney-in-fact
Stock symbol
ACHR
Transactions as of
Sep 16, 2021
Transactions value $
$1,000,000
Form type
4/A - Amendment
Date filed
9/27/2021, 09:39 PM
Date Of Original Report
Sep 20, 2021
Next filing
Apr 19, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ACHR Class A Common Stock Purchase $1M +100K $10.00 100K Sep 16, 2021 See footnote F1

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 ACHR Class B Common Stock Other $0 +9.16M $0.00 9.16M Sep 16, 2021 Class A Common Stock 9.16M Direct F2, F3
transaction ACHR Class B Common Stock Other $0 +27.8M $0.00 27.8M Sep 16, 2021 Class A Common Stock 27.8M See footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares are held by Hight Drive Growth LLC. The Reporting Person is a managing member of Hight Drive Growth LLC and has voting and dispositive power over the shares held by Hight Drive Growth LLC.
F2 On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.
F3 Prior to the Merger, the Reporting Person was granted restricted stock units (the "Founder Grant"), which, as a result of the Merger, are convertible into 20,009,224 shares of Class B Common Stock. Twenty-five percent of the shares subject to the Founder Grant vest upon the achievement of the earliest to occur of (i) the achievement of certain milestones relating to the Issuer's stock price or (ii) the achievement of certain performance-based milestones, in each case over the seven year period following September 16, 2021. 25% of the Founder Grant vested and 5,002,306 shares of Class B Common Stock were issued to the Reporting Person.