Theodore J. Brombach - Mar 14, 2024 Form 4 Insider Report for Montana Technologies Corp. (AIRJ)

Role
Director, 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
3/20/2024, 09:53 PM
Previous filing
Feb 26, 2024
Next filing
May 10, 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 By XPDI Sponsor II LLC F1, F2
transaction AIRJ Class A Common Stock Award +162K 162K Mar 14, 2024 By XMS MT Holdings LLC 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 Disposed to Issuer -270K -3.8% 6.83M Mar 14, 2024 Class A Common Stock 270K By XPDI Sponsor II LLC F1, F2, F5
transaction AIRJ Class B Common Stock Options Exercise -6.83M -100% 0 Mar 14, 2024 Class A Common Stock 6.83M By XPDI Sponsor II LLC F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
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 is the managing member of TEP, and Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. 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.
F3 The reporting persons are the managing members of XMS MT Holdings LLC. As a result, each of the reporting persons may be deemed to share beneficial ownership over the securities held by XMS MT Holdings LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.
F4 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.
F5 On March 14, 2024, the Sponsor 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."

Remarks:

Mr. Spence was inadvertently omitted from the Form 3 and Form 3/A filed by the Sponsor on December 9, 2021 and December 14, 2021, respectively, but has at all times from such dates shared control of the Sponsor as a managing member of XMS XPDI Holdings and may be deemed to share beneficial ownership over the securities held and timely reported by the Sponsor. Mr. Spence disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.