Amendment: Interim CFO Gupta Priya converted options into 19,484 shares, increasing direct ownership by 17% to 133,547 units (SEC Form 4)
$ACHR
Aerospace
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ ACHR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/04/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 03/01/2025 | M | 19,484 | A | $0 | 133,547(1) | D | |||
|
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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Restricted Stock Units | (2) | 03/01/2025 | M | 19,484 | (3) | (4) | Class A Common Stock | 19,484 | $0 | 29,228 | D | ||||
| Explanation of Responses: |
| 1. Includes 2,073 shares of Class A Common Stock acquired by the reporting person in one or more transactions with Issuer pursuant to its Employee Stock Purchase Plan, which transactions are exempt pursuant to Rules 16a3(f)(1)(i)(B) and 16b3(c). |
| 2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the reporting person's continued status as a service provider to the Issuer. |
| 3. The award vested as to 1/4 of the total award on August 15, 2023. The award was originally scheduled to vest in ratable increments of 1/16 of the total award quarterly thereafter on each November 15th, March 1st, May 15th, and August 15th. The original vesting schedule was modified pursuant to approval of the Issuer's Compensation Committee, resulting in vesting of 1/8 of the total award on certain scheduled vesting dates, including on the transaction date. Pursuant to the modified vesting schedule, the award vested in full on August 15, 2025. |
| 4. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date. |
| Remarks: |
| The Form 4 filed on March 4, 2025 is being amended hereby to correct, as set forth in Tables I and II above, the number of restricted stock units that vested on March 1, 2025 with respect to the single award reflected above. The number of restricted stock units that vested on such award was misstated in the original report due administrative error. For avoidance of doubt, after giving effect to all transactions originally reported on such Form 4, the reporting person directly held 127,463 shares of the Issuer's Class A Common Stock. Any subsequent Forms 4 filed by the reporting person through the date of this amendment should be read to incorporate this correction in the context of any transactions reported therein. |
| /s/ Eric Lentell, Attorney-in-Fact for Priya Gupta | 11/18/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||