Fca Us Form 3/A Archer Aviation / N.V. Stellantis ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Stellantis N.V.

(Last) (First) (Middle)

TAURUSAVENUE 1

(Street)

HOOFDDORP P7 2132LS

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/23/2023

3. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ ACHR ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/27/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	18,734,903	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Class A Common Stock (right to buy)	(2)	01/03/2028	Class A Common Stock	15,000,000	0.01	D(2)
Warrants to Purchase Class A Common Stock (right to buy)	(3)	11/06/2025	Class A Common Stock	1,671,202	0.01	D(3)
Warrants to Purchase Class A Common Stock (right to buy)	(4)	07/19/2026	Class A Common Stock	1,077,024	0.01	D(4)

1. Name and Address of Reporting Person^*

Stellantis N.V.

(Last) (First) (Middle)

TAURUSAVENUE 1

(Street)

HOOFDDORP P7 2132LS

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FCA US LLC

(Last) (First) (Middle)

1000 CHRYSLER DRIVE

(Street)

AUBURN HILLS MI 48326-2766

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FCA NORTH AMERICA HOLDINGS LLC

(Last) (First) (Middle)

1000 CHRYSLER DRIVE

(Street)

AUBURN HILLS MI 48326-2766

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FCA FOREIGN SALES HOLDCO LTD.

(Last) (First) (Middle)

PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY

(Street)

WEST MIDLANDS X0 CV3 1ND

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

STELLANTIS EUROPE S.P.A.

(Last) (First) (Middle)

CORSO GIOVANNI AGNELLI 200

(Street)

TURIN L6 10135

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SFS UK 1 LTD.

(Last) (First) (Middle)

PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY

(Street)

WEST MIDLANDS X0 CV3 1ND

(City) (State) (Zip)

Explanation of Responses:

1. Includes 11,234,903 shares owned directly by Stellantis N.V. and 7,500,000 shares owned directly by Stellantis Europe S.p.A.

2. 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.

3. 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.

4. 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.

Remarks:

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	07/20/2023
	FCA US LLC, by /s/ Giorgio Fossati, Attorney-in-Fact	07/20/2023
	FCA North America Holdings LLC, by /s/ Giorgio Fossati, Attorney-in-Fact	07/20/2023
	FCA Foreign Sales Holdco Ltd., by /s/ Giorgio Fossati, Attorney-in-Fact	07/20/2023
	SFS UK 1 Limited, by /s/ Giorgio Fossati, Attorney-in-Fact	07/20/2023
	Stellantis Europe S.p.A., by /s/ Giorgio Fossati, Attorney-in-Fact	07/20/2023
	** Signature of Reporting Person	Date
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