SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gaul Michael A.

(Last)

(First)

(Middle)

C/O BEYOND AIR, INC.

900 STEWART AVENUE, SUITE 301

(Street)

GARDEN CITY

11530

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2022

3. Issuer Name and Ticker or Trading Symbol
Beyond Air, Inc. [ XAIR ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	62,150⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	03/10/2030	Common Stock	40,000	$5.32	D
Stock Option (right to buy)	⁽³⁾	05/03/2030	Common Stock	10,000	$5.32	D
Stock Option (right to buy)	⁽⁴⁾	03/03/2031	Common Stock	25,000	$5.45	D
Stock Option (right to buy)	⁽⁵⁾	03/02/2032	Common Stock	70,000	$6.87	D

Explanation of Responses:

1. Includes: (i) restricted stock units ("RSUs") granted on October 5, 2021 to acquire 12,500 shares of common stock of Beyond Air, Inc. (the "Issuer"), of which 2,500 shares vested on December 23, 2021, with the remainder vesting in equal annual installments on December 23 of each of the four ensuing years thereafter until vested in full, and (ii) RSUs granted on March 2, 2022 to acquire 30,000 shares of common stock of the Issuer that vest as to 20% of the shares of common stock underlying the RSUs on December 15, 2022, with the remainder vesting in equal annual installments on December 15 of each of the four ensuing years thereafter until vested in full, in each case subject to the reporting person's continued service with the Issuer. Each RSU represents the right to receive one share of common stock of the Issuer.

2. The option vested as to 25% of the shares of common stock underlying the option on each of December 31, 2020 and December 31, 2021, with the remainder vesting in equal annual installments on December 31 of each of the two ensuing years thereafter until vested in full.

3. The option vested as to 25% of the shares of common stock underlying the option on each of May 4, 2021 and May 4, 2022, with the remainder vesting in equal annual installments on May 4 of each of the two ensuing years thereafter until vested in full.

4. The option vested as to 25% of the shares of common stock underlying the option on December 31, 2021, with the remainder vesting in equal annual installments on December 31 of each of the three ensuing years thereafter until vested in full.

5. The option will vest as to 25% of the shares of common stock underlying the option on December 31, 2022, with the remainder vesting in equal annual installments on December 31 of each of the three ensuing years thereafter until vested in full.

	/s/ Michael A. Gaul	07/11/2022
	** 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 5 (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.