Patrick C. Eilers - 14 Mar 2024 Form 4 Insider Report for Montana Technologies Corp. (AIRJ)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
19 Mar 2024, 06:38:59 UTC
Prior SEC filing
10 Dec 2021
Next SEC filing
10 Jun 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Jeff Gutke, Attorney-in-Fact for Patrick Eilers

Key filing fact

Patrick C. Eilers filed Form 4 for Montana Technologies Corp. (AIRJ) on 19 Mar 2024.

Key facts

  • This page summarizes Patrick C. Eilers's Form 4 filing for Montana Technologies Corp. (AIRJ).
  • 6 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 19 Mar 2024, 06:38.

Change

  • Previous filing in this sequence was filed on 10 Dec 2021.
  • Current net transaction value: +$53,487,500.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AIRJ transaction

Class A Common Stock

Options Exercise

Transaction value
Shares
+6,827,969
Change %
Price
Shares after
6,827,969
Date
14 Mar 2024
Ownership
By XPDI Sponsor II LLC
Footnotes
F1, F2
AIRJ transaction

Class A Common Stock

Award

Transaction value
$53,487,500
Shares
+6,292,647
Change %
Price
$8.50
Shares after
6,292,647
Date
14 Mar 2024
Ownership
By TEP Montana, LLC
Footnotes
F3
AIRJ transaction

Class A Common Stock

Other

Transaction value
$0
Shares
-2,970,589
Change %
-47%
Price
$0.000000
Shares after
3,322,058
Date
14 Mar 2024
Ownership
By TEP Montana, LLC
Footnotes
F3, F4
AIRJ transaction

Class A Common Stock

Award

Transaction value
Shares
+658,252
Change %
+20%
Price
Shares after
3,980,310
Date
14 Mar 2024
Ownership
By TEP Montana, LLC
Footnotes
F3, F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AIRJ transaction Derivative

Class B Common Stock

Other

Transaction value
Shares
-269,531
Change %
-3.8%
Price
Shares after
6,827,969
Date
14 Mar 2024
Ownership
By XPDI Sponsor II LLC
Underlying class
Class A Common Stock
Underlying amount
269,531
Exercise price
Footnotes
F1, F2, F6
AIRJ transaction Derivative

Class B Common Stock

Options Exercise

Transaction value
Shares
-6,827,969
Change %
-100%
Price
Shares after
0
Date
14 Mar 2024
Ownership
By XPDI Sponsor II LLC
Underlying class
Class A Common Stock
Underlying amount
6,827,969
Exercise price
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.

Footnote F2

XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.

Footnote F3

The reporting person is the managing partner of the managing member of TEP Montana, LLC. As a result, he may be deemed to share beneficial ownership over the securities held by TEP Montana, LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

Footnote F4

Reflects a pro-rata distribution in-kind to its members for no consideration.

Footnote F5

Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock.

Footnote F6

On March 14, 2024, the reporting person forfeited at no cost 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."

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