XPDI Sponsor II LLC - Mar 14, 2024 Form 4 Insider Report for Power & Digital Infrastructure Acquisition II Corp. (AIRJ)

Role: 10%+ Owner
Signature: /s/ See signatures included in Exhibit 99.1
Stock symbol: AIRJ
Transactions as of: Mar 14, 2024
Transactions value $: $0
Form type: 4
Date filed: 3/18/2024, 09:56 PM
Previous filing: Dec 14, 2021
Next filing: Sep 18, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AIRJ	Class A common stock	Options Exercise		+6.83M			6.83M	Mar 14, 2024	Direct	F1, F2, F3, F4

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	AIRJ	Class B common stock	Other		-270K	-3.8%		6.83M	Mar 14, 2024	Class A common stock	270K		Direct	F3, F4, F5
transaction	AIRJ	Class B common stock	Options Exercise		-6.83M	-100%		0	Mar 14, 2024	Class A common stock	0		Direct	F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	In connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated June 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp. ("XPDB"), XPDB Merger Sub, LLC, and Montana Technologies LLC ("Legacy Montana") (the transactions contemplated thereby, the "Business Combination"), XPDB changed its name to Montana Technologies Corporation ("Montana").
F2	Reflects the conversion of 6,827,969 shares of Class B common stock, par value $0.0001 per share, of XPDB into 6,827,969 shares of common stock of Montana, par value $0.0001 per share, on a one-for-one basis pursuant to the closing of the Business Combination.
F3	This Form 4 is being filed by XPDI Sponsor II LLC (the "Sponsor"). The Sponsor is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Messrs. Brombach and Eilers. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary shares covered by this Form 4.
F4	As described in XPDB's registration statement on Form S-1 (File No. 333-261187) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock, par value $0.0001 per share, automatically convert into shares of Montana Class A common stock, par value $0.0001 per share, at the time of the Business Combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
F5	On March 14, 2024, the Reporting Person forfeited for no consideration 269,531 shares of Class B common stock in connection with the Business Combination and certain transactions with the Anchor Investors, as described on Form S-4 (File No. 333-273821) under the heading "The Business Combination."