George Murnane Iii Form 4 Jet.AI / GEORGE MURNANE III ownership change

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^*

MURNANE GEORGE III

(Last) (First) (Middle)

10845 GRIFFITH PEAK DRIVE

SUITE 200

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Jet.AI Inc. [ JTAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
INTERIM CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2023

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
COMMON STOCK, PAR VALUE $0.0001 PER SHARE	08/10/2023		A		4	A	(1)	4	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
STOCK OPTION (RIGHT TO BUY)	$0.83	08/10/2023		A		194,400		08/10/2023	09/23/2029	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	194,400	(1)	194,400	D
STOCK OPTION (RIGHT TO BUY)	$0.83	08/10/2023		A		194,400		08/10/2023	09/23/2029	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	194,400	(1)	194,400	D
STOCK OPTION (RIGHT TO BUY)	$4.17	08/10/2023		A		388,800		(2)	12/31/2030	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	388,800	(1)	388,800	D
STOCK OPTION (RIGHT TO BUY)	$10.42	08/10/2023		A		371,343		(3)	07/30/2031	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	371,343	(1)	371,343	D
STOCK OPTION (RIGHT TO BUY)	$10.42	08/10/2023		A		30,945		(4)	03/16/2032	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	30,945	(1)	30,945	D
MERGER CONSIDERATION WARRANT (RIGHT TO BUY)	$15	08/10/2023		A		6		08/10/2023	08/10/2033	COMMON STOCK, PAR VALUE $0.0001 PER SHARE	6	(1)	6	D

Explanation of Responses:

1. Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

2. 356,400 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the last day of each month, subject to the Reporting Person's continued service.

3. 268,192 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the thirtieth day of each month, subject to the Reporting Person's continued service.

4. 15,473 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the sixteenth day of each month, subject to the Reporting Person's continued service.

	/S/ GEORGE MURNANE	08/23/2023
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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