0001213900-22-056039.txt : 20220914
0001213900-22-056039.hdr.sgml : 20220914
20220914214555
ACCESSION NUMBER: 0001213900-22-056039
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220909
FILED AS OF DATE: 20220914
DATE AS OF CHANGE: 20220914
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mey Mark-Anthony Lovell
CENTRAL INDEX KEY: 0001499267
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40611
FILM NUMBER: 221244355
MAIL ADDRESS:
STREET 1: 15835 PARK TEN PLACE DRIVE
CITY: HOUSTON
STATE: TX
ZIP: 77084
FORMER NAME:
FORMER CONFORMED NAME: Mark-Anthony Mey Lovell
DATE OF NAME CHANGE: 20100816
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Nauticus Robotics, Inc.
CENTRAL INDEX KEY: 0001849820
STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 17146 FEATHERCRAFT LANE
STREET 2: SUITE 450
CITY: WEBSTER
STATE: TX
ZIP: 77598
BUSINESS PHONE: 281-942-9069
MAIL ADDRESS:
STREET 1: 17146 FEATHERCRAFT LANE
STREET 2: SUITE 450
CITY: WEBSTER
STATE: TX
ZIP: 77598
FORMER COMPANY:
FORMER CONFORMED NAME: cleantech Acquisition Corp.
DATE OF NAME CHANGE: 20210308
4/A
1
ownership.xml
X0306
4/A
2022-09-09
2022-09-13
0
0001849820
Nauticus Robotics, Inc.
KITT
0001499267
Mey Mark-Anthony Lovell
17146 FEATHERCRAFT LANE
SUITE 450
WEBSTER
TX
77598
1
0
1
0
Common Stock
2022-09-09
4
A
0
9079492
0
A
9079492
I
By Transocean Inc.
Earn-Out Shares
0.00
2022-09-09
4
A
0
2080203
0.00
A
Common Stock
2080203
2080203
I
By Transocean Inc.
Reflects Earn-Out Shares issued in connection with the business combination of CleanTech Acquisition Corp. ("CLAQ"), CleanTech Merger Sub, Inc., a wholly owned subsidiary of CLAQ, and Nauticus Robotics, Inc. pursuant to the Merger Agreement dated December 16, 2021 and consummated on September 9, 2022 ("Merger Agreement"). Earn-Out Shares will be released as follows: (i) one-half will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $15.00 per share, over any 20 trading days within a 30-day trading period; (ii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of common stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and (iii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period. Any shares not eligible to be released within five years of December 16, 2021 will be forfeited and canceled. This amendment is being filed to include the Earn-Out Shares that were inadvertently omitted from the original Form 4 filed by the Reporting Person on September 13, 2022.
Shares held directly by Transocean Inc. The Reporting Person, as an executive officer of Transocean Inc., may be deemed to share voting and dispositive power over the shares held by Transocean Inc. The Reporting Person disclaims beneficial ownership of shares held by Transocean Inc., except to the extent of any pecuniary interest therein.
/s/ Mark Mey, by M. Dilshad Kasmani as Attorney-in-Fact
2022-09-14