Sec Form 4 Filing - Hinderberger Michael @ XTI Aerospace, Inc. - 2024-03-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hinderberger Michael 2. Issuer Name and Ticker or Trading Symbol XTI Aerospace, Inc. [ XTIA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, XTI Aircraft Company (Last) (First) (Middle) C/O XTI AEROSPACE, INC., 8123 INTERPORT BLVD., SUITE C 3. Date of Earliest Transaction (MM/DD/YY) 03/12/2024 (Street) ENGLEWOOD, CO80112 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Option (right to buy) $ 19.61 03/12/2024 A( 1 ) 44,629 ( 3 ) 08/01/2031 Common Stock 44,629 ( 2 ) 44,629 D Option (right to buy) $ 19.61 03/12/2024 A( 1 ) 15,301 ( 4 ) 12/28/2031 Common Stock 15,301 ( 2 ) 15,301 D Option (right to buy) $ 19.61 03/12/2024 A( 1 ) 4,462 ( 4 ) 03/10/2032 Common Stock 4,462 ( 2 ) 4,462 D Option (right to buy) $ 18.71 03/12/2024 A( 1 ) 89,259 ( 4 ) 07/01/2032 Common Stock 89,259 ( 2 ) 89,259 D Option (right to buy) $ 18.71 03/12/2024 A( 1 ) 89,259 ( 4 ) 07/01/2032 Common Stock 89,259 ( 2 ) 89,259 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hinderberger Michael C/O XTI AEROSPACE, INC. 8123 INTERPORT BLVD., SUITE C ENGLEWOOD, CO80112 CEO, XTI Aircraft Company Signatures /s/ John Griffo, Attorney-in-fact for Michael Hinderberger 03/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in connection with Inpixon's ("Parent") business combination transaction (the "Merger") with XTI Aircraft Company ("Legacy XTI") in accordance with the terms of the Agreement and Plan of Merger, dated as of July 24, 2023, by and among Parent, Legacy XTI and Superfly Merger Sub Inc. (as amended, the "Merger Agreement"). At the effective time of the Merger (the "Effective Time"), Parent changed its name to XTI Aerospace, Inc. ( 2 )Pursuant to the Merger Agreement, at the Effective Time, each option to purchase Legacy XTI common stock was assumed by Parent and converted into an option to purchase the number of shares of Parent's common stock (rounded down to the nearest whole number) that is equal to the number of shares of Legacy XTI common stock subject to the unexercised portion of such option immediately prior to the Effective Time multiplied by 0.0892598. The per share exercise price for the shares of Parent common stock issuable upon exercise of such option was set to the exercise price per share of such option in effect immediately prior to the Effective Time divided by 0.0892598 (rounded up to the nearest whole cent). ( 3 )17,852 of these options were exercisable as of the Effective Time. Remaining options will become exercisable based on a 4 year vesting schedule through August 2025. ( 4 )All of these options were exercisable as of the Effective Time.

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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