| 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
Beyond Air, Inc. [ XAIR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/22/2024 | ||||||||||||||||||||||||||
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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 | ||||||
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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 Options (Right to buy) | $1.53 | 11/22/2024 | D(1) | 950,000 | (2) | (2) | Common Stock | 950,000 | (1) | 0 | D | ||||
| Stock Options (Right to buy) | $0.54 | 11/22/2024 | A(1) | 950,000 | (2) | (2) | Common Stock | 950,000 | (1) | 950,000 | D | ||||
| Stock Options (Right to buy) | $6.28 | 11/22/2024 | D(1) | 800,000 | (2) | (2) | Common Stock | 800,000 | (1) | 0 | D | ||||
| Stock Options (Right to buy) | $0.54 | 11/22/2024 | A(1) | 800,000 | (2) | (2) | Common Stock | 800,000 | (1) | 800,000 | D | ||||
| Stock Options (Right to buy) | $6.87 | 11/22/2024 | D(1) | 280,000 | (2) | (2) | Common Stock | 280,000 | (1) | 0 | D | ||||
| Stock Options (Right to buy) | $0.54 | 11/22/2024 | A(1) | 280,000 | (2) | (2) | Common Stock | 280,000 | (1) | 280,000 | D | ||||
| Stock Options (Right to buy) | $5.45 | 11/22/2024 | D(1) | 200,000 | (2) | (2) | Common Stock | 200,000 | (1) | 0 | D | ||||
| Stock Options (Right to buy) | $0.54 | 11/22/2024 | A(1) | 200,000 | (2) | (2) | Common Stock | 200,000 | (1) | 200,000 | D | ||||
| Stock Options (Right to buy) | $5.32 | 11/22/2024 | D(1) | 70,000 | (2) | (2) | Common Stock | 70,000 | (1) | 0 | D | ||||
| Stock Options (Right to buy) | $0.54 | 11/22/2024 | A(1) | 70,000 | (2) | (2) | Common Stock | 70,000 | (1) | 70,000 | D | ||||
| Stock Options (Right to buy) | $4.8 | 11/22/2024 | D(1) | 250,000 | (2) | (2) | Common Stock | 250,000 | (1) | 0 | D | ||||
| Stock Options (Right to buy) | $0.54 | 11/22/2024 | A(1) | 250,000 | (2) | (2) | Common Stock | 250,000 | (1) | 250,000 | D | ||||
| Stock Options (Right to buy) | $4.25 | 11/22/2024 | D(1) | 400,000 | (2) | (2) | Common Stock | 400,000 | (1) | 0 | D | ||||
| Stock Options (Right to buy) | $0.54 | 11/22/2024 | A(1) | 400,000 | (2) | (2) | Common Stock | 400,000 | (1) | 400,000 | D | ||||
| Explanation of Responses: |
| 1. On November 22, 2024, the Issuer's Board of Directors approved an option repricing, effective as of November 22, 2024 (the "Effective Date") reducing the exercise price to $0.54 per share, the closing price of the Issuer's common stock on the Effective Date. All of the other terms of the options remain unchanged. |
| 2. This stock option award was issued pursuant to the Company's Amended and Restated 2013 Equity Incentive Plan, as amended, (the "|2013 Plan") and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date. |
| /s/ Steven A. Lisi | 11/26/2024 | |
| ** 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. | ||
| 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. | ||
