Brombach Theodore J Form 4 Montana Technologies / John Yogi Spence ownership change

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).

1. Name and Address of Reporting Person^*

Brombach Theodore J

(Last)

(First)

(Middle)

321 NORTH CLARK STREET,

SUITE 2440

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Montana Technologies Corp. [ AIRJ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Class A Common Stock	07/24/2024		J⁽¹⁾		162,059	D	$0.00	0	I	By XMS MT Holdings LLC⁽²⁾
Class A Common Stock								6,827,969	I	By XPDI Sponsor II LLC⁽³⁾
Class A Common Stock								26,372⁽⁴⁾	D
Class A Common Stock								49,901⁽⁵⁾	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)
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)

1. Name and Address of Reporting Person^*

Brombach Theodore J

(Last)

(First)

(Middle)

321 NORTH CLARK STREET,

SUITE 2440

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Spence John Yogi

(Last)

(First)

(Middle)

321 NORTH CLARK STREET,

SUITE 2440

(Street)

CHICAGO

60654

(City)

(State)

(Zip)

Explanation of Responses:

1. Reflects a pro-rata distribution in-kind by XMS MT Holdings LLC to its members for no consideration.

2. The reporting persons are the managing members of XMS MT Holdings LLC. As a result, each of the reporting persons may be deemed to share beneficial ownership over the securities held by XMS MT Holdings LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.

3. XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers is the managing member of TEP, and Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.

4. Reflects shares of Class A Common Stock received by Theodore J. Brombach in a pro-rata distribution in-kind exempt from reporting pursuant to Rule 16a-9.

5. Reflects shares of Class A Common Stock received by John Yogi Spence in a pro-rata distribution in-kind exempt from reporting pursuant to Rule 16a-9.

	/s/ See signatures included in Exhibit 99.1	07/26/2024
	** 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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Brombach Theodore J Form 4Montana Technologies / John Yogi Spence ownership change