| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SKYX Platforms Corp. [ SKYX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/31/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, no par value | 12/31/2024 | F | 5,928(1) | D | $1.2 | 517,029 | D | |||
| Common Stock, no par value | 01/01/2025 | F | 14,825(1) | D | $1.16 | 502,204(6) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $12 | (2) | 06/01/2026 | Common Stock, no par value | 100,000 | 100,000 | D | ||||||||
| Stock Option (right to buy) | $0.9 | 12/20/2024(3) | 09/15/2029 | Common Stock, no par value | 250,000 | 250,000 | D | ||||||||
| Stock Option (right to buy) | $1.09 | 01/01/2025(4) | 12/15/2029 | Common Stock, no par value | 100,000 | 100,000 | D | ||||||||
| Series A-1 Preferred Stock | (5) | (5) | (5) | Common Stock, no par value | 250,000(5) | 20,000 | D | ||||||||
| Explanation of Responses: |
| 1. The reporting person has elected to satisfy his tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") by directing the issuer to withhold shares otherwise issuable upon vesting of the grants. |
| 2. These options were granted on June 1, 2021 and vested in four equal annual installments of 25,000 shares beginning on the date of grant. |
| 3. These options vest as follows, subject to continued employment through the vesting date: 10,000 vested on December 20, 2024, and the remaining 240,000 vest in equal quarterly installments of 20,000 beginning December 31, 2024. |
| 4. These options vest in two equal annual installments, beginning on January 1, 2025, subject to continued employment through the vesting date. |
| 5. The Series A-1 Preferred Stock (the "Preferred Stock") has an original issue price of $25.00 per share and is convertible at any time, at the holder's option, into shares of the issuer's common stock at an initial conversion price of $2.00 per share (or 12.5 shares of common stock for each share of Preferred Stock), subject to adjustment provisions (including certain anti-dilution provisions) and a minimum conversion price of $1.20 per share. Until October 4, 2026, the Preferred Stock is subject to mandatory conversion by the issuer upon the occurrence of certain specified events. In addition, the issuer may redeem the Preferred Stock for cash upon the occurrence of certain events or at any time beginning October 4, 2027. The Preferred Stock has no expiration date. |
| 6. Includes 270,000 RSUs, which vest as follows, subject to continued employment through the vesting date: (i) 220,000 vest in equal quarterly installments of 20,000 beginning March 31, 2025, and (ii) 50,000 vest on January 1, 2026. |
| /s/ Marc-Andre Boisseau for Steven Mark Schmidt by Power of Attorney | 01/03/2025 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
