Adam D Goldstein Form 4 Archer Aviation / Adam D Goldstein 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^*

Goldstein Adam D

(Last)

(First)

(Middle)

C/O ARCHER AVIATION INC.

190 WEST TASMAN DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ ACHR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2022

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)
Class A Common Stock	06/24/2022		C		2,700,000	A	⁽¹⁾	2,700,000	D
Class A Common Stock	06/24/2022		S⁽²⁾		2,700,000	D	$4.0824⁽³⁾	0	D
Class A Common Stock								100,000	I	By Capri Growth LLC⁽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)
Class B Common Stock	⁽¹⁾	06/24/2022		C			2,700,000	⁽¹⁾	⁽⁵⁾	Class A Common Stock	2,700,000	$0.00⁽¹⁾	6,461,653	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽⁵⁾	Class A Common Stock	27,756,278		27,756,278	I	By Capri Growth LLC⁽⁴⁾

Explanation of Responses:

1. Each share of the Class B Common Stock of Archer Aviation Inc. (the "Issuer") is convertible into one share of the Issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value.

2. This transaction was effected solely for the purpose of offsetting certain tax liabilities and other related costs incurred by the reporting person in connection with the previous settlement of 5,002,306 performance-based restricted stock units pursuant to the award (the "Founder Grant") granted to the reporting person immediately prior to the closing of the Issuer's business combination in September 2021. Mr. Goldstein does not currently intend to make future sales other than as may be necessary to cover future tax liability in connection with any future vesting of the remaining tranches of his Founder Grant. Following the sale, Mr. Goldstein still maintains beneficial ownership of an aggregate 34,317,931 million shares, representing approximately 40.4% of the voting power of the Issuer's common stock outstanding. This transaction was a broker-assisted sale, with the prior approval of the Issuer's Board of Directors.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.97 to $4.285, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The shares are directly held by Capri Growth LLC, of which the reporting person is the sole managing member.

5. A holder's shares of the Issuer's Class B Common Stock convert automatically upon certain transfers. As a founder of the Issuer, the reporting person's shares will also convert automatically into Class A Common Stock upon the occurrence of certain events described in the Issuer's Amended and Restated Certificate of Incorporation.

Remarks:

	/s/ Andy Missan, Attorney-in-fact for Adam Goldstein	06/28/2022
	** 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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Adam D Goldstein Form 4Archer Aviation / Adam D Goldstein ownership change