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