SEC FORM 4

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^*

Kohen Ran Roland

(Last)

(First)

(Middle)

C/O SQL TECHNOLOGIES CORP.

2855 W. MCNAB ROAD

(Street)

POMPANO BEACH

33069

(City)

(State)

(Zip)

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	06/06/2022		P		5,000	A	$2.941⁽⁸⁾	10,001	D
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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.6							11/15/2017	11/15/2025	Common Stock, no par value	1,000,000		1,000,000	D
Stock Option (right to buy)	$6							⁽²⁾	09/01/2024	Common Stock, no par value	1,140,000		1,140,000	D
Stock Option (right to buy)	$12							⁽³⁾	01/01/2027	Common Stock, no par value	1,140,000		1,140,000	D
Stock Option (right to buy)	$3							⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	1,500,000		1,500,000	D
Stock Option (right to buy)	$4							⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	1,500,000		1,500,000	D
Stock Option (right to buy)	$5							⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	1,000,000		1,000,000	D
Stock Option (right to buy)	$6							⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	2,000,000		2,000,000	D
Stock Option (right to buy)	$7							⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	2,000,000		2,000,000	D
Stock Option (right to buy)	$8							⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock, no par value	2,000,000		2,000,000	D
Stock Option (right to buy)	$12							⁽⁷⁾	01/01/2027	Common Stock, no par value	10,000,000		10,000,000	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.

8. The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.62 and $3.05 per share. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

	/s/ Ran Roland Kohen	06/06/2022
	** 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 4 (b)(v).
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