Rangan Padmanabhan - Oct 7, 2022 Form 4 Insider Report for Nauticus Robotics, Inc. (KITT)

Role: Chief Financial Officer
Signature: /s/ Rangan Padmanabhan, by M. Dilshad Kasmani as Attorney-in-Fact
Stock symbol: KITT
Transactions as of: Oct 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/12/2022, 04:43 PM
Previous filing: Sep 13, 2022
Next filing: Apr 6, 2023

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	KITT	RSU	Award	$0	+144K		$0.00	144K	Oct 7, 2022	Common Stock	144K		Direct	F1, F2
transaction	KITT	Performance RSU	Award	$0	+250K		$0.00	250K	Oct 7, 2022	Common Stock	250K		Direct	F1, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.
F2	50% of the RSUs vest on May 16 of each of 2023 and 2024.
F3	0% to 150% of these Performance RSUs may vest in two (2) equal installments on each of December 31, 2023 and December 31, 2024, based the Company's revenue, as reported on its audited income statement for the year ending December 31, 2022 ("Revenue"), relative to the Company's 2022 revenue as reported on its Form S-1 filed on September 9, 2022, as may be amended ("S-1 Revenue").
F4	The percentage of Performance RSUs that may vest will be (i) at the Compensation Committee's (the "Committee") discretion if the Revenue is below $11 million; (ii) 50% if the Revenue is greater than or equal to $11 million, but less than S-1 Revenue; (iii) 100% if the Revenue is greater than or equal to the S-1 Revenue, but less than 115% of S-1 Revenue; (iv) 115% if the Revenue is greater than or equal to 115% of S-1 Revenue, but less than 125% of S-1 Revenue; (v) 125% if the Revenue is greater than or equal to 125% of S-1 Revenue, but less than 150% of S-1 Revenue; (vi) 150% if the Revenue is greater than or equal to 150% of S-1 Revenue.