Archer Aviation (ACHR) Form 4 Archer Aviation / Brett Adcock 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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X

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^*

Adcock Brett

(Last) (First) (Middle)

C/O STEVEN STOKDYK, LATHAM & WATKINS LLP

10250 CONSTELLATION BLVD., SUITE 1100

(Street)

LOS ANGELES CA 90067

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

3. Date of Earliest Transaction (Month/Day/Year)
06/13/2023

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
Class A Common Stock	06/13/2023		C		1,236,698	A	(2)	1,236,698	I	See Footnote(6)
Class A Common Stock	06/13/2023		S		1,236,698	D	$4.3553(4)	0	I	See Footnote(6)
Class A Common Stock	06/14/2023		C		825,420	A	(3)	825,420	I	See Footnote(6)
Class A Common Stock	06/14/2023		S		825,420	D	$4.6677(5)	0	I	See Footnote(6)
Class A Common Stock								4,159,347	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
Class B Common Stock	(1)	06/13/2023		C			1,236,698	(1)	(1)	Class A Common Stock	1,236,698	$0.00	14,258,795	I	See Footnote (6).
Class B Common Stock	(1)	06/14/2023		C			825,420	(1)	(1)	Class A Common Stock	825,420	$0.00	13,433,375	I	See Footnote (6).

Explanation of Responses:

1. Each share of the Issuer's Class B common stock is convertible into one share of the Issuer's Class A common stock at any time and will convert automatically upon certain transfers, whether or not for value, or upon the earliest to occur of: (i) September 16, 2031; (ii) the date specified in writing by the holders of two-thirds of the then outstanding shares of Class B common stock; and (iii) the date as of which the number of outstanding shares of Class B common stock represents less than 10.0% of the aggregate number of shares of Class B common stock and Class A common stock outstanding.

2. On June 13, 2023, the reporting persons directed the sale of 1,236,698 shares of the Issuer's Class B common stock, resulting in the automatic conversion of the shares into 1,236,698 shares of the Issuer's Class A common stock.

3. On June 14, 2023, the reporting persons directed the sale of 825,420 shares of the Issuer's Class B common stock, resulting in the automatic conversion of the shares into 825,420 shares of the Issuer's Class A common stock.

4. Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.1000 to $4.5650 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission (the "SEC"), upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.

5. Weighted average price. These shares were sold in multiple transactions at prices ranging from $4.6000 to $4.7900 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (5) to this Form 4.

6. The shares are held by Hight Drive Growth LLC ("Hight Drive"). Mr. Adcock is the sole managing member of Hight Drive and, as such, has voting and investment discretion with respect to the securities held directly by it.

	/s/ Brett Adcock	06/15/2023
	** Signature of Reporting Person	Date
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