Goldstein Adam D's Form 4/A amendment
AmendedArcher Aviation Inc. (ACHR) · filed Sep 27, 2021
- Accession no.
- 0001209191-21-057864
- Filed
- Sep 27, 2021
- Trade date
- Sep 16, 2021
- Filing delay
- 11 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Sep 20, 2021
This filing lists 1 non-derivative transaction and 2 derivative transactions. Open-market purchases total $1.00M. It was filed 11 days after the trade.
This amendment replaces 0001209191-21-056980 (filed Sep 20, 2021).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Goldstein Adam DCIK 0001882604 | Director, Officer (Co-Chief Executive Officer), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 16, 2021 | Class A Common Stock | PPurchaseAcquired | +100,000 | $10.00 | +$1,000,000 | 100,000 | Indirect | Duplicate filing |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Sep 16, 2021 | Class A Common Stock | JOtherAcquired | +9,161,653 | $0.00 | $0 | 9,161,653 | Direct | |
| Sep 16, 2021 | Class A Common Stock | JOtherAcquired | +27,756,278 | $0.00 | $0 | 27,756,278 | Indirect | Duplicate filing |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The shares are held by Capri Growth LLC. The Reporting Person is a managing member of Capri Growth LLC and has voting and dispositive power over the shares held by Capri Growth LLC.
- F2
On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.
- F3
Prior to the Merger, the Reporting Person was granted restricted stock units (the "Founder Grant"), which, as a result of the Merger, are convertible into 20,009,224 shares of Class B Common Stock. Twenty-five percent of the shares subject to the Founder Grant vest upon the achievement of the earliest to occur of (i) the achievement of certain milestones relating to the Issuer's stock price or (ii) the achievement of certain performance-based milestones, in each case over the seven year period following September 16, 2021. 25% of the Founder Grant vested and 5,002,306 shares of Class B Common Stock were issued to the Reporting Person.