Jet.AI Form 4 / PATRICK MCNULTY 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^*

MCNULTY PATRICK

(Last)

(First)

(Middle)

10845 GRIFFITH PEAK DRIVE

SUITE 200

(Street)

LAS VEGAS

89135

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jet.AI Inc. [ JTAI ]

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)
08/10/2023

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)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE	08/10/2023		A		4	A	⁽¹⁾	4	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)
STOCK OPTION (RIGHT TO BUY)	$10.42	08/10/2023		A		3,095		08/10/2023	08/02/2031	COMMON STOCK PAR VALUE $0.0001 PER SHARE	3,095	⁽¹⁾	3,095	D
STOCK OPTION (RIGHT TO BUY)	$10.42	08/10/2023		A		12,378		⁽²⁾	07/01/2031	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	12,378	⁽¹⁾	12,378	D
STOCK OPTION (RIGHT TO BUY)	$10.42	08/10/2023		A		15,473		08/10/2023	07/01/2031	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	15,473	⁽¹⁾	15,473	D
STOCK OPTION (RIGHT TO BUY)	$10.42	08/10/2023		A		30,945		⁽³⁾	10/31/2031	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	30,945	⁽¹⁾	30,945	D
STOCK OPTION (RIGHT TO BUY)	$10.42	08/10/2023		A		30,945		⁽⁴⁾	01/05/2032	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	30,945	⁽¹⁾	30,945	D
STOCK OPTION (RIGHT TO BUY)	$10.42	08/10/2023		A		3,961		08/10/2023	03/01/2032	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	3,961	⁽¹⁾	3,961	D
STOCK OPTION (RIGHT TO BUY)	$10.42	08/10/2023		A		7,736		08/10/2023	08/31/2032	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	7,736	⁽¹⁾	7,736	D
STOCK OPTION (RIGHT TO BUY)	$10.42	08/10/2023		A		15,473		08/10/2023	09/30/2032	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	15,473	⁽¹⁾	15,473	D
MERGER CONSIDERATION WARRANT (RIGHT TO BUY)	$15	08/10/2023		A		6		08/10/2023	08/10/2033	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	6	⁽¹⁾	6	D

Explanation of Responses:

1. Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

2. 8,940 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the first day of each month, subject to the Reporting Person's continued service.

3. 18,911 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the first day of each month, subject to the Reporting Person's continued service.

4. 17,192 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the fifth day of each month, subject to the Reporting Person's continued service.

	/S/ PATRICK MCNULTY	08/23/2023
	** 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.

Jet.AI (JTAI) Form 4Jet.AI / PATRICK MCNULTY ownership change