Theodore Brombach - Oct 17, 2024 Form 4 Insider Report for Montana Technologies Corp. (AIRJ)

Role
10%+ Owner
Signature
/s/ See signatures included in Exhibit 99.1
Stock symbol
AIRJ
Transactions as of
Oct 17, 2024
Transactions value $
$0
Form type
4
Date filed
10/21/2024, 09:34 PM
Previous filing
Nov 15, 2024
Next filing
Dec 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AIRJ Class A Common Stock Other $0 -3.48M -100% $0.00 0 Oct 17, 2024 By XMS XPDI Sponsor II Holdings LLC F1, F5
transaction AIRJ Class A Common Stock Other $0 +747K +2831.39% $0.00 773K Oct 17, 2024 Direct F2, F3
transaction AIRJ Class A Common Stock Other $0 +154K $0.00 154K Oct 17, 2024 By XMS Holdings LLC F2, F4, F6

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 Private Placement Warrants Other -2.73M -100% 0 Oct 17, 2024 Class A Common Stock 2.73M $11.50 By XMS XPDI Sponsor II Holdings LLC F1, F5
transaction AIRJ Private Placement Warrants Other +584K 584K Oct 17, 2024 Class A Common Stock 584K $11.50 Direct F2
transaction AIRJ Private Placement Warrants Other +120K 120K Oct 17, 2024 Class A Common Stock 120K $11.50 By XMS Holdings LLC F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Theodore Brombach is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Reflects a pro-rata distribution in-kind by XMS XPDI Sponsor II Holdings LLC to its members for no consideration (the "Distribution").
F2 Represent securities acquired in the Distribution.
F3 The reported securities include 163,031 shares subject to vesting pursuant to that certain Sponsor Support Agreement, dated as of June 5, 2023 (the "Sponsor Support Agreement").
F4 The reported securities include 33,542 shares subject to vesting pursuant to the Sponsor Support Agreement.
F5 Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Sponsor II Holdings LLC. Accordingly, all of the shares held by XMS XPDI Sponsor II Holdings LLC may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.
F6 Theodore J. Brombach and John Yogi Spence are each 50% owners and the managing members of XMS Holdings LLC. As a result, all of the shares held by XMS Holdings LLC may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.