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^*

Kohen Ran Roland

(Last)

(First)

(Middle)

C/O SQL TECHNOLOGIES CORP.

11030 JONES BRIDGE ROAD, SUITE 206

(Street)

JOHNS CREEK

30022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2022

3. Issuer Name and Ticker or Trading Symbol
SQL Technologies Corp. [ SKYX ]

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

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

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, no par value	9,143,969	I	By KRNB Holdings LLC⁽¹⁾
Common Stock, no par value	100,000	I	By Family

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)	11/15/2017	11/15/2025	Common Stock, no par value	1,000,000	$0.6	D
Stock Option (right to buy)	⁽²⁾	09/01/2024	Common Stock, no par value	1,140,000	$6	D
Stock Option (right to buy)	⁽³⁾	01/01/2027	Common Stock, no par value	1,140,000	$12	D
Stock Option (right to buy)	⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	1,500,000	$3	D
Stock Option (right to buy)	⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	1,500,000	$4	D
Stock Option (right to buy)	⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	1,000,000	$5	D
Stock Option (right to buy)	⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	2,000,000	$6	D
Stock Option (right to buy)	⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	2,000,000	$7	D
Stock Option (right to buy)	⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	2,000,000	$8	D
Stock Option (right to buy)	⁽⁷⁾	01/01/2027	Common Stock, no par value	10,000,000	$12	D

Explanation of Responses:

1. These securities are owned by KRNB Holdings LLC, of which the reporting person is the sole owner and the manager.

2. These options were granted on September 1, 2019 and vest as to 120,000 shares on January 1, 2020, with the remainder vesting in three equal annual installments of 340,000 shares beginning on the first anniversary of the date of grant, subject to continued service through the applicable vesting date.

3. These options were granted on January 1, 2022 and vest as to 120,000 shares on January 1, 2023, with the remainder vesting in three equal annual installments of 340,000 shares beginning on the first anniversary of the date of grant, subject to continued service through the applicable vesting date.

4. Pursuant to the chairman agreement, the reporting person was granted the following supplemental bonus options as it was determined that the applicable performance conditions had been satisfied: (i) options to purchase 1,500,000 shares of common stock at an exercise price of $3.00 per share; (ii) options to purchase 500,000 shares of common stock at an exercise price of $4.00 per share; and (iii) options to purchase 1,000,000 shares of common stock at an exercise price of $6.00 per share. These options were immediately exercisable and expire November 21, 2024.

5. Pursuant to the chairman agreement, the reporting person has the following options as supplemental bonus compensation, subject to the issuer achieving the specified market capitalization: (i) options to purchase 500,000 shares of common stock at $4.00 per share, upon the issuer achieving each of the following market capitalizations: $1.5 billion and $2.0 billion; (ii) options to purchase 500,000 shares of common stock at $5.00 per share, upon the issuer achieving each of the following market capitalizations: $2.5 billion and $3.0 billion; (iii) options to purchase 500,000 shares of common stock at an exercise price of $6.00 per share, upon the issuer achieving each of the following market capitalizations: $1.5 billion and $2.0 billion;

6. (continued) (iv) options to purchase 500,000 shares of common stock at an exercise price of $7.00 per share, upon the issuer achieving each of the following market capitalizations: $3.0 billion, $4.0 billion, $5.0 billion and $6.0 billion; and (v) options to purchase 500,000 shares of common stock at an exercise price of $8.00 per share, upon the issuer achieving each of the following market capitalizations: $7.0 billion, $8.0 billion, $9.0 billion and $10.0 billion. Options are subject to continued service through the applicable vesting date

7. Pursuant to the chairman agreement, in the event the issuer achieves a $10.0 billion valuation, for each valuation increase of $1.0 billion up to $30.0 billion, the reporting person has options to purchase 500,000 shares at an exercise price of $12.00 per share. Options are subject to continued service through the applicable vesting date.

	/s/ Ran Roland Kohen	02/09/2022
	** 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).
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