Elliot Spiro - 31 Dec 2024 Form 5 Insider Report for Nauticus Robotics, Inc. (KITT)

Role
Director
Signature
/s/ John Symington, Attorney in Fact
Issuer symbol
KITT
Transactions as of
31 Dec 2024
Net transactions value
$0
Form type
5
Filing time
14 Feb 2025, 19:51:55 UTC
Previous filing
19 Jul 2024
Next filing
30 May 2025

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KITT Common Stock Options Exercise $0 +801 +60% $0.000000 2,139 07 Oct 2023 Direct F1, F2
transaction KITT Common Stock Options Exercise $0 +1,338 +167% $0.000000 2,139 28 May 2024 Direct F1, F2
transaction KITT Common Stock Other $0 +4,642 $0.000000 4,642 07 Jun 2023 By Dumby I. L.P. F3, F4
transaction KITT Common Stock Other -72,084 -100% 0 07 Jun 2023 By CleanTech Sponsor I LLC F5, 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 KITT Restricted Stock Units Options Exercise $0 -801 -3.1% $0.000000 25,286 07 Oct 2023 Common Stock 801 Direct F1, F2, F7
transaction KITT Restricted Stock Units Options Exercise $0 -1,338 -5% $0.000000 25,286 28 May 2024 Common Stock 1,338 Direct F1, F2, F8
transaction KITT Private Warrant Award +200,000 200,000 07 Jun 2023 Common Stock 5,556 $11.50 By Dumby I L.P. F9, F10, F11
transaction KITT Private Warrant Other -4,783,333 -100% 0 07 Jun 2023 Common Stock 132,871 $11.50 By CleanTech Sponsor I LLC F5, F6, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.
F2 Reflects holdings as of the date of this Form.
F3 On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees. Among those transfers, the Co-Sponsors transferred 4,642 shares to Dumby I, L.P.
F4 The reporting person indirectly owns 4,642 shares held by Dumby I L.P. Mr. Spiro's wife is General Partner of Dumby I L.P. and Mr. Spiro is not a Limited Partner of Dumby I L.P. Mr. Spiro disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.
F5 On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees.
F6 Securities held by CleanTech Sponsor I, LLC, of which the reporting person is a managing member. The reporting person disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.
F7 RSUs issued on October 7, 2022 and vested on October 7, 2023.
F8 RSUs granted on November 7, 2023 and vested on May 28, 2024.
F9 For every 36 Private Warrants, the registered holder is entitled to purchase one share of Common Stock at a price of $11.50 per full share, subject to adjustment.
F10 On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees. Among those transfers, the Co-Sponsor's transferred 200,000 private warrants to Dumby I, LLP.
F11 The reporting person indirectly owns 200,000 warrants held by Dumby I L.P. Mr. Spiro's wife is General Partner of Dumby I L.P. and Mr. Spiro is not a Limited Partner of Dumby I L.P. Mr. Spiro disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.

Remarks:

All holdings of common shares reflect balances after the 1 for 36 reverse stock split on July 18, 2024.