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 NV 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
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).
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