| 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
AleAnna, Inc. [ ANNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/13/2024 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 12/13/2024 | A | 37,134,194(1) | A | $0.00 | 37,134,194 | I | See Footnotes(2)(3)(4) | ||
| Class A Common Stock | 12/13/2024 | G | 6,655,470(5) | D | $0.00 | 30,478,724 | I | See Footnotes(2)(3)(4) | ||
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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 | ||||||||
| Class C Common Stock | (6) | 12/13/2024 | A | 25,994,400(1) | (6) | (6) | Class A Common Stock | 12,997,200(6) | $0.00 | 25,994,400 | I | See Footnotes(2)(3)(4) | |||
| Class C HoldCo Units | (6) | 12/13/2024 | A | 25,994,400(1) | (6) | (6) | Class A Common Stock | 12,997,200(6) | $0.00 | 25,994,400 | I | See Footnotes(2)(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. In connection with the closing of the initial business combination of AleAnna, Inc. (f/k/a Swiftmerge Acquisition Corp.) (the "Issuer") on December 13, 2024, Nautilus Resources LLC received and directly owns (i) shares of the Issuer's Class A common stock, par value $0.0001 per share ("Class A Common Stock"), (ii) shares of the Issuer's Class C common stock, par value $0.0001 per share ("Class C Common Stock"), and (iii) Class C units of Swiftmerge HoldCo LLC, a wholly owned subsidiary of the Issuer ("Class C HoldCo Units"). |
| 2. This statement is jointly filed by and on behalf of each of C. John Wilder, Jr. and Nautilus Resources LLC. Mr. Wilder directly (whether through ownership or position) or indirectly through one or more intermediaries, may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise to beneficially own any securities owned by Nautilus Resources LLC. The reporting persons each disclaim beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such reporting person in such securities. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities covered by this statement. |
| 3. The reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Exchange Act. The reporting persons declare that neither the filing of this statement nor anything herein shall be construed as an admission that such persons are, for the purposes of Section 13(d) or 13(g) of the Exchange Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. |
| 4. Represents securities of the Issuer that are directly beneficially owned by Nautilus Resources LLC. |
| 5. Nautilus Resources LLC gifted shares of Class A Common Stock to the John and Susan Wilder Foundation, which is managed and controlled by Mr. Wilder, together with his spouse. |
| 6. Each Class C HoldCo Unit together with one share of Class C Common Stock is exchangeable at any time, at the election of the holder, into one share of Class A Common Stock. The Class C HoldCo Units and Class C Common Stock have no expiration date. |
| C. JOHN WILDER, JR. Tristan Yopp, attorney in fact | 12/13/2024 | |
| NAUTILUS RESOURCES LLC Tristan Yopp, attorney in fact | 12/13/2024 | |
| ** 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. | ||
