SEC FORM 4

SEC FORM 4 SEC Form 4

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

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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^*

Gaul Michael A.

(Last)

(First)

(Middle)

C/O BEYOND AIR, INC.

900 STEWART AVENUE, SUITE 301

(Street)

GARDEN CITY

11530

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Beyond Air, Inc. [ XAIR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$1.53	11/22/2024		D⁽¹⁾			350,000	⁽²⁾	⁽²⁾	Common Stock	350,000	⁽¹⁾	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A⁽¹⁾		350,000		⁽²⁾	⁽²⁾	Common Stock	350,000	⁽¹⁾	350,000	D
Stock Options (Right to buy)	$6.28	11/22/2024		D⁽¹⁾			170,000	⁽²⁾	⁽²⁾	Common Stock	170,000	⁽¹⁾	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A⁽¹⁾		170,000		⁽²⁾	⁽²⁾	Common Stock	170,000	⁽¹⁾	170,000	D
Stock Options (Right to buy)	$6.87	11/22/2024		D⁽¹⁾			70,000	⁽²⁾	⁽²⁾	Common Stock	70,000	⁽¹⁾	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A⁽¹⁾		70,000		⁽²⁾	⁽²⁾	Common Stock	70,000	⁽¹⁾	70,000	D
Stock Options (Right to buy)	$5.45	11/22/2024		D⁽¹⁾			25,000	⁽²⁾	⁽²⁾	Common Stock	25,000	⁽¹⁾	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A⁽¹⁾		25,000		⁽²⁾	⁽²⁾	Common Stock	25,000	⁽¹⁾	25,000	D
Stock Options (Right to buy)	$5.32	11/22/2024		D⁽¹⁾			10,000	⁽²⁾	⁽²⁾	Common Stock	10,000	⁽¹⁾	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A⁽¹⁾		10,000		⁽²⁾	⁽²⁾	Common Stock	10,000	⁽¹⁾	10,000	D
Stock Options (Right to buy)	$5.32	11/22/2024		D⁽¹⁾			40,000	⁽²⁾	⁽²⁾	Common Stock	40,000	⁽¹⁾	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A⁽¹⁾		40,000		⁽²⁾	⁽²⁾	Common Stock	40,000	⁽¹⁾	40,000	D

Explanation of Responses:

1. On November 22, 2024, the Issuer's Board of Directors approved an option repricing, effective as of November 22, 2024 (the "Effective Date") reducing the exercise price to $0.54 per share, the closing price of the Issuer's common stock on the Effective Date. All of the other terms of the options remain unchanged.

2. This stock option award was issued pursuant to the Company's Amended and Restated 2013 Equity Incentive Plan, as amended, (the "|2013 Plan") and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.

	/s/ Michael A. Gaul	11/26/2024
	** 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).
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SEC Form 4 filed by Chief Operating Officer Gaul Michael A.