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).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Mesler Mark

(Last) (First) (Middle)
C/O ARCHER AVIATION INC.
190 WEST TASMAN DRIVE

(Street)
SAN JOSE CA 95134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ ACHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CHIEF FINANCIAL OFFICER
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2024
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
Class A Common Stock 08/15/2024 M 82,839 A $0 569,812(1) D
Class A Common Stock 08/15/2024 M 14,140 A $0 583,952 D
Class A Common Stock 08/15/2024 M 5,964 A $0 589,916 D
Class A Common Stock 08/19/2024 F 53,876(2) D $3.7384(3) 536,040 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
Restricted Stock Units (4) 08/15/2024 M 82,839 (5) (6) Class A Common Stock 82,839 $0 497,036 D
Restricted Stock Units (4) 08/15/2024 M 14,140 (7) (6) Class A Common Stock 14,140 $0 141,403 D
Restricted Stock Units (4) 08/15/2024 M 5,964 (8) (6) Class A Common Stock 5,964 $0 83,492 D
Explanation of Responses:
1. Includes 4,496 shares of Class A Common Stock acquired by the reporting person in one or more transactions with issuer pursuant to its Employee Stock Purchase Plan, which transactions are exempt pursuant to Rules 16a3(f)(1)(i)(B) and 16b3(c).
2. Represents shares sold in satisfaction of the reporting person's tax liability arising as a result of the settlement of restricted stock units.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.655 to $3.865, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the reporting person's continued status as a service provider to the Issuer.
5. The award vested or vests as to: (i) 1/4 of the total award on March 1, 2023; and (ii) 1/16 of the total award quarterly thereafter on May 15th, August 15th, November 15th, and March 1st.
6. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
7. The award vested or vests as to: (i) 1/4 of the total award on May 15, 2023; and (ii) 1/16 of the total award quarterly thereafter on August 15th, November 15th, March 1st, and May 15th.
8. The award vested or vests as to 1/16 of the total award beginning on May 15, 2024, and thereafter quarterly on August 15th, November 15th, March 1st, and May 15th.
/s/ Eric Lentell, Attorney-in-Fact for Mark Mesler 08/19/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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