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^*

Shahani Sudhin

(Last)

(First)

(Middle)

12111 S. CRENSHAW BLVD.

(Street)

HAWTHORNE

90250

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SURF AIR MOBILITY INC. [ SRFM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2024

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 Option (Right to Buy)	$0.88	04/03/2024		A		1,595,202		⁽¹⁾	04/03/2034	Common Stock	1,595,202	$0.00	1,595,202	D
Stock Option (Right to Buy)	$0.88	04/03/2024		A		1,595,202		⁽²⁾	04/03/2034	Common Stock	1,595,202	$0.00	1,595,202	D
Stock Option (Right to Buy)	$0.88	04/03/2024		A		1,595,202		⁽³⁾	04/03/2034	Common Stock	1,595,202	$0.00	1,595,202	D
Stock Option (Right to Buy)	$0.88	04/03/2024		A		1,595,202		⁽⁴⁾	04/03/2034	Common Stock	1,595,202	$0.00	1,595,202	D

Explanation of Responses:

1. This option represents the right to purchase 1,595,202 shares of the Issuer's common stock, which vested immediately upon grant.

2. This option represents the right to purchase 1,595,202 shares of the Issuer's common stock, which vests on the date that is the earlier of (x) the first anniversary of the grant date and (y) the last trading day where the sale price of the Issuer's common stock equals or exceeds $3.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following the grant date, subject to the Reporting Person's continued service to the Issuer on such vesting date.

3. This option represents the right to purchase 1,595,202 shares of the Issuer's common stock, which vests on the date that is the earlier of (x) the second anniversary of the grant date and (y) the last trading day where the sale price of the Issuer's common stock equals or exceeds $5.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following the grant date, subject to the Reporting Person's continued service to the Issuer on such vesting date.

4. This option represents the right to purchase 1,595,202 shares of the Issuer's common stock, which vests on the date that is the earlier of (x) the third anniversary of the grant date and (y) the last trading day where the sale price of the Issuer's common stock equals or exceeds $7.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period following the grant date, subject to the Reporting Person's continued service to the Issuer on such vesting date.

	/s/ David Anderman, as attorney-in-fact for Sudhin Shahani	04/05/2024
	** 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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