0001605484-23-000087.txt : 20230720 0001605484-23-000087.hdr.sgml : 20230720 20230720161636 ACCESSION NUMBER: 0001605484-23-000087 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230623 FILED AS OF DATE: 20230720 DATE AS OF CHANGE: 20230720 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FCA US LLC CENTRAL INDEX KEY: 0001513153 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39668 FILM NUMBER: 231099904 BUSINESS ADDRESS: STREET 1: 1000 CHRYSLER DRIVE CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 800-247-9753 MAIL ADDRESS: STREET 1: 1000 CHRYSLER DRIVE CITY: AUBURN HILLS STATE: MI ZIP: 48326 FORMER NAME: FORMER CONFORMED NAME: Chrysler Group LLC DATE OF NAME CHANGE: 20110215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FCA NORTH AMERICA HOLDINGS LLC CENTRAL INDEX KEY: 0001518840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39668 FILM NUMBER: 231099903 BUSINESS ADDRESS: STREET 1: 1000 CHRYSLER DRIVE CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 248-462-5869 MAIL ADDRESS: STREET 1: 1000 CHRYSLER DRIVE CITY: AUBURN HILLS STATE: MI ZIP: 48326 FORMER NAME: FORMER CONFORMED NAME: Fiat North America LLC DATE OF NAME CHANGE: 20110422 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stellantis N.V. CENTRAL INDEX KEY: 0001605484 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39668 FILM NUMBER: 231099905 BUSINESS ADDRESS: STREET 1: TAURUSAVENUE 1 CITY: HOOFDDORP STATE: P7 ZIP: 2132LS BUSINESS PHONE: 31 237001511 MAIL ADDRESS: STREET 1: TAURUSAVENUE 1 CITY: HOOFDDORP STATE: P7 ZIP: 2132LS FORMER NAME: FORMER CONFORMED NAME: Fiat Chrysler Automobiles N.V. DATE OF NAME CHANGE: 20141014 FORMER NAME: FORMER CONFORMED NAME: Fiat Investments N.V. DATE OF NAME CHANGE: 20140414 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FCA FOREIGN SALES HOLDCO LTD. CENTRAL INDEX KEY: 0001980653 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39668 FILM NUMBER: 231099902 BUSINESS ADDRESS: STREET 1: PINLEY HOUSE, 2 SUNBEAM WAY, CONVENTRY CITY: WEST MIDLANDS STATE: X0 ZIP: CV3 1ND BUSINESS PHONE: 44 7764 836028 MAIL ADDRESS: STREET 1: PINLEY HOUSE, 2 SUNBEAM WAY, CONVENTRY CITY: WEST MIDLANDS STATE: X0 ZIP: CV3 1ND REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STELLANTIS EUROPE S.P.A. CENTRAL INDEX KEY: 0001978738 STATE OF INCORPORATION: L6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39668 FILM NUMBER: 231099901 BUSINESS ADDRESS: STREET 1: CORSO GIOVANNI AGNELLI 200 CITY: TURIN STATE: L6 ZIP: 10135 BUSINESS PHONE: 3901168381111 MAIL ADDRESS: STREET 1: CORSO GIOVANNI AGNELLI 200 CITY: TURIN STATE: L6 ZIP: 10135 FORMER NAME: FORMER CONFORMED NAME: FCA ITALY S.P.A. DATE OF NAME CHANGE: 20230523 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SFS UK 1 LTD. CENTRAL INDEX KEY: 0001980514 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39668 FILM NUMBER: 231099900 BUSINESS ADDRESS: STREET 1: PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY CITY: WEST MIDLANDS STATE: X0 ZIP: CV3 1ND BUSINESS PHONE: 44 7764 836028 MAIL ADDRESS: STREET 1: PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY CITY: WEST MIDLANDS STATE: X0 ZIP: CV3 1ND ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Archer Aviation Inc. CENTRAL INDEX KEY: 0001824502 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721] IRS NUMBER: 852730902 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 190 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 650-272-3233 MAIL ADDRESS: STREET 1: 190 WEST TASMAN DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: Atlas Crest Investment Corp. DATE OF NAME CHANGE: 20200911 3/A 1 wk-form3a_1689884188.xml FORM 3/A X0206 3/A 2023-06-23 2023-06-27 0 0001824502 Archer Aviation Inc. ACHR 0001605484 Stellantis N.V. TAURUSAVENUE 1 HOOFDDORP P7 2132LS NETHERLANDS 0 0 1 0 0001513153 FCA US LLC 1000 CHRYSLER DRIVE AUBURN HILLS MI 48326-2766 0 0 1 0 0001518840 FCA NORTH AMERICA HOLDINGS LLC 1000 CHRYSLER DRIVE AUBURN HILLS MI 48326-2766 0 0 1 0 0001980653 FCA FOREIGN SALES HOLDCO LTD. PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY WEST MIDLANDS X0 CV3 1ND UNITED KINGDOM 0 0 1 0 0001978738 STELLANTIS EUROPE S.P.A. CORSO GIOVANNI AGNELLI 200 TURIN L6 10135 ITALY 0 0 1 0 0001980514 SFS UK 1 LTD. PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY WEST MIDLANDS X0 CV3 1ND UNITED KINGDOM 0 0 1 0 Class A Common Stock 18734903 D Warrants to Purchase Class A Common Stock (right to buy) 0.01 2028-01-03 Class A Common Stock 15000000 D Warrants to Purchase Class A Common Stock (right to buy) 0.01 2025-11-06 Class A Common Stock 1671202 D Warrants to Purchase Class A Common Stock (right to buy) 0.01 2026-07-19 Class A Common Stock 1077024 D Includes 11,234,903 shares owned directly by Stellantis N.V. and 7,500,000 shares owned directly by Stellantis Europe S.p.A. The warrant becomes exercisable in 3 separate tranches upon either (i) performance by Stellantis N.V. of undertakings set forth in the Manufacturing Collaboration Agreement, dated as of Jan 3, 2023, between Issuer and Stellantis N.V. (the "Agreement") or (ii) the VWAP (as defined in the Agreement) for the Class A Common Stock exceeds certain specified amounts. The entire warrant becomes immediately exercisable on (i) an Automotive OEM Change of Control (as defined in the Agreement) upon expiration of Stellantis N.V.'s right to terminate the Agreement or (ii) a Liquidation Event (as defined in the Agreement) if the Agreement is not terminated by Issuer or Stellantis N.V. prior to such Liquidation Event. The warrant shall be exercisable with respect to shares of Class A Common Stock that have become vested in accordance with the terms of the warrant, at any time, on or before the earliest of (i) immediately prior to a Liquidation Event, and (ii) Jan 3, 2028. Under a warrant dated November 6, 2020, FCA US LLC is entitled to purchase up to 1,671,202 shares of Class A Common Stock at an exercise price of $0.01 per share. Such warrant has become fully exercisable in accordance with its terms, and expires on November 6, 2025. This warrant is owned directly by FCA US LLC. Under a warrant dated July 19, 2021, Stellantis Europe S.p.A. is entitled to purchase up to 1,077,024 shares of Class A Common Stock at an exercise price of $0.01 per share. Such warrant has become fully exercisable in accordance with its terms, and expires on or before the earliest of (i) July 19, 2026 and (ii) immediately prior to the closing of a Liquidation Event. This warrant is owned directly by Stellantis Europe S.p.A. This Amendment to Form 3 is being filed solely to correct the number of shares of Class A Common Stock beneficially owned, as shown in Table I, from 17,485,264 to 18,734,903. The additional 1,249,639 shares were purchased in the open market by Stellantis N.V. on May 22, 2023, prior to the date on which Stellantis N.V. became the beneficial owner of 10% of the outstanding Class A Common Stock, and such purchase did not change the date on which Stellantis N.V. became a 10% owner. Stellantis N.V., by /s/ Giorgio Fossati, General Counsel 2023-07-20 FCA US LLC, by /s/ Giorgio Fossati, Attorney-in-Fact 2023-07-20 FCA North America Holdings LLC, by /s/ Giorgio Fossati, Attorney-in-Fact 2023-07-20 FCA Foreign Sales Holdco Ltd., by /s/ Giorgio Fossati, Attorney-in-Fact 2023-07-20 SFS UK 1 Limited, by /s/ Giorgio Fossati, Attorney-in-Fact 2023-07-20 Stellantis Europe S.p.A., by /s/ Giorgio Fossati, Attorney-in-Fact 2023-07-20