Archer Aviation (ACHR) Form 4/A Archer Aviation / Adam D Goldstein 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^*

Goldstein Adam D

(Last) (First) (Middle)

C/O ARCHER AVIATION INC.

1880 EMBARCADERO RD.

(Street)

PALO ALTO CA 94303

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/20/2021

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	09/16/2021		P		100,000	A	$10	100,000	I	See footnote(1)

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	(2)	09/16/2021		J(2)(3)		9,161,653		(2)	(2)	Class A Common Stock	9,161,653	$0.00	9,161,653	D
Class B Common Stock	(2)	09/16/2021		J(2)		27,756,278		(2)	(2)	Class A Common Stock	27,756,278	$0.00	27,756,278	I	See footnote(1)

Explanation of Responses:

1. The shares are held by Capri Growth LLC. The Reporting Person is a managing member of Capri Growth LLC and has voting and dispositive power over the shares held by Capri Growth LLC.

2. On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.

3. Prior to the Merger, the Reporting Person was granted restricted stock units (the "Founder Grant"), which, as a result of the Merger, are convertible into 20,009,224 shares of Class B Common Stock. Twenty-five percent of the shares subject to the Founder Grant vest upon the achievement of the earliest to occur of (i) the achievement of certain milestones relating to the Issuer's stock price or (ii) the achievement of certain performance-based milestones, in each case over the seven year period following September 16, 2021. 25% of the Founder Grant vested and 5,002,306 shares of Class B Common Stock were issued to the Reporting Person.

Remarks:

	/s/ Andy Missan, Attorney-in-fact	09/27/2021
	** 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).
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