Stellantis N.V. - 23 Jun 2023 Form 3/A - Amendment Insider Report for Archer Aviation Inc. (ACHR)

Role
10%+ Owner
Signature
Stellantis N.V., by /s/ Giorgio Fossati, General Counsel
Issuer symbol
ACHR
Transactions as of
23 Jun 2023
Net transactions value
$0
Form type
3/A - Amendment
Filing time
20 Jul 2023, 16:16:36 UTC
Date Of Original Report
27 Jun 2023
Next filing
18 Oct 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ACHR Class A Common Stock 18,734,903 23 Jun 2023 Direct F1

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
holding ACHR Warrants to Purchase Class A Common Stock (right to buy) 23 Jun 2023 Class A Common Stock 15,000,000 $0.0100 Direct F2
holding ACHR Warrants to Purchase Class A Common Stock (right to buy) 23 Jun 2023 Class A Common Stock 1,671,202 $0.0100 Direct F3
holding ACHR Warrants to Purchase Class A Common Stock (right to buy) 23 Jun 2023 Class A Common Stock 1,077,024 $0.0100 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 11,234,903 shares owned directly by Stellantis N.V. and 7,500,000 shares owned directly by Stellantis Europe S.p.A.
F2 The warrant becomes exercisable in 3 separate tranches upon either (i) performance by Stellantis N.V. of undertakings set forth in the Manufacturing Collaboration Agreement, dated as of Jan 3, 2023, between Issuer and Stellantis N.V. (the "Agreement") or (ii) the VWAP (as defined in the Agreement) for the Class A Common Stock exceeds certain specified amounts. The entire warrant becomes immediately exercisable on (i) an Automotive OEM Change of Control (as defined in the Agreement) upon expiration of Stellantis N.V.'s right to terminate the Agreement or (ii) a Liquidation Event (as defined in the Agreement) if the Agreement is not terminated by Issuer or Stellantis N.V. prior to such Liquidation Event. The warrant shall be exercisable with respect to shares of Class A Common Stock that have become vested in accordance with the terms of the warrant, at any time, on or before the earliest of (i) immediately prior to a Liquidation Event, and (ii) Jan 3, 2028.
F3 Under a warrant dated November 6, 2020, FCA US LLC is entitled to purchase up to 1,671,202 shares of Class A Common Stock at an exercise price of $0.01 per share. Such warrant has become fully exercisable in accordance with its terms, and expires on November 6, 2025. This warrant is owned directly by FCA US LLC.
F4 Under a warrant dated July 19, 2021, Stellantis Europe S.p.A. is entitled to purchase up to 1,077,024 shares of Class A Common Stock at an exercise price of $0.01 per share. Such warrant has become fully exercisable in accordance with its terms, and expires on or before the earliest of (i) July 19, 2026 and (ii) immediately prior to the closing of a Liquidation Event. This warrant is owned directly by Stellantis Europe S.p.A.

Remarks:

This Amendment to Form 3 is being filed solely to correct the number of shares of Class A Common Stock beneficially owned, as shown in Table I, from 17,485,264 to 18,734,903. The additional 1,249,639 shares were purchased in the open market by Stellantis N.V. on May 22, 2023, prior to the date on which Stellantis N.V. became the beneficial owner of 10% of the outstanding Class A Common Stock, and such purchase did not change the date on which Stellantis N.V. became a 10% owner.