Surf Air Mobility (SRFM) Form 3 SURF AIR MOBILITY / David Anderman 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^*

Anderman David

(Last) (First) (Middle)

12111 S. CRENSHAW BLVD.

(Street)

HAWTHORNE CA 90250

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2024

3. Issuer Name and Ticker or Trading Symbol
SURF AIR MOBILITY INC. [ SRFM ]

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

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

5. 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 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)
Common Stock	23,225	D

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
Stock Option (right to buy)	(1)	11/12/2032	Common Stock	1,594	40.08	D
Warrant	(2)	12/16/2034	Common Stock	71,427	6.174	I	By Proxima Centauri LLC

Explanation of Responses:

1. This option represents the right to purchase 1,594 shares of the Issuer's common stock, which vests in 36 monthly installments commencing on December 12, 2022, and ending on November 12, 2025, subject to the Reporting Person's continued service to the Issuer on such vesting date.

2. This warrant is fully vested with respect to 28,571 shares and the remaining shares underlying the warrant will vest as follows: (i) 14,286 shares on the date that the volume weighted average price of one share of the Issuer's Common Stock for a twenty consecutive trading day period (the "VWAP") equals or exceeds $17.50; (ii) 14,285 shares on the date that the VWAP equals or exceeds $35.00; and (iii) 14,285 shares on the date that the VWAP equals or exceeds $52.50.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Douglas Sugimoto, as attorney-in-fact for David Anderman	12/27/2024
	** 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 5 (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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