Archer Aviation Inc.

11/21/2024 | Press release | Distributed by Public on 11/21/2024 20:38

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Goldstein Adam D
2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ACHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O ARCHER AVIATION INC., 190 WEST TASMAN DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2024
(Street)
SAN JOSE, CA 95134
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/19/2024 S 805,170(1) D $4.6286(2) 4,197,136 D
Class A Common Stock 11/20/2024 S 1,372,247(1) D $4.9939(3) 2,824,889 D
Class A Common Stock 11/21/2024 S 829,761(1) D $5.1534(4) 1,995,128 D
Class A Common Stock 11/21/2024 P 19,762 A $5.12 2,014,890 D
Class A Common Stock 139,526 I By Capri Growth LLC(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goldstein Adam D
C/O ARCHER AVIATION INC.
190 WEST TASMAN DRIVE
SAN JOSE, CA 95134
X Chief Executive Officer

Signatures

/s/ Eric Lentell, Attorney-in-Fact for Adam D. Goldstein 11/21/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents shares of Class A Common Stock of the Issuer sold to satisfy the Reporting Person's tax withholding obligations, which were incurred in connection with the settlement of Restricted Stock Units reported on November 18, 2024. In accordance with the Issuer's company policy, shares are sold to cover such obligations. Following these transactions, Mr. Goldstein still maintains beneficial ownership of an aggregate 36,352,585 shares, representing approximately 45.9% of the voting power of the Issuer's common stock outstanding.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.335 to $4.765, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) and in footnotes (3) and (4).
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.88 to $5.13, inclusive.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.94 to $5.805, inclusive.
(5) The shares are directly held by Capri Growth LLC, of which the reporting person is the sole managing member.

Remarks:
Mr. Goldstein has disgorged to the Issuer all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, that resulted from the transactions reported herein. Such profits are not material to the financial statements of the Issuer.
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