Montana Technologies Form 4 / 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)
09/16/2024

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	09/16/2024		J⁽¹⁾		6,827,969	D	$0	0	I	By: XPDI Sponsor II LLC⁽²⁾
Class A Common Stock								3,481,338⁽³⁾	I	By: XMS XPDI Sponsor II Holdings LLC⁽⁴⁾
Class A Common Stock								26,372	D⁽⁵⁾
Class A Common Stock								49,901	D⁽⁶⁾

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)
Warrants	$11.5	09/16/2024		J⁽¹⁾			8,900,000	04/13/2024	03/14/2029	Class A Common Stock	8,900,000	⁽¹⁾	0	I	By: XPDI Sponsor II LLC⁽²⁾
Warrants	$11.5							04/13/2024	03/14/2029	Class A Common Stock	2,725,000		2,725,000⁽³⁾	I	By: XMS XPDI Sponsor II Holdings LLC⁽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)

1. Name and Address of Reporting Person^*

XMS XPDI Sponsor II Holdings LLC

(Last)

(First)

(Middle)

321 NORTH CLARK STREET,

SUITE 2440

(Street)

CHICAGO,

60654

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents a pro rata distribution in-kind by XPDI Sponsor II LLC to its members for no consideration (the "Distribution").

2. 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.

3. Represents securities acquired in the Distribution.

4. Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings.

5. Represents securities directly held by Theodore J. Brombach.

6. Represents securities directly held by John Yogi Spence.

	/s/ Theodore J. Brombach	09/18/2024
	/s/ John Yogi Spence	09/18/2024
	XMS XPDI Sponsor II Holdings, LLC By: /s/ Theodore J. Brombach, Managing Member	09/18/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Montana Technologies (AIRJ) Form 4Montana Technologies / John Yogi Spence ownership change