Sec Form 4 Filing - Adcock Brett @ Archer Aviation Inc. - 2022-11-01

Insider filing report for Changes in Beneficial Ownership
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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
Adcock Brett
2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ ACHR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O STEVEN STOKDYK, LATHAM & WATKINS LLP, 10250 CONSTELLATION BLVD., SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
11/01/2022
(Street)
LOS ANGELES, CA90067
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
Class A Common Stock 11/01/2022 C 62,301 A 62,301 I See Footnote( 4 )
Class A Common Stock 11/01/2022 S 62,301 D $ 2.7879( 3 ) 0 I See Footnote( 4 )
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
Class B Common Stock ( 1 ) 11/01/2022 C 62,301 ( 1 ) ( 1 ) Class A Common Stock 62,301 $ 0 26,009,958 I See Footnote( 4 )
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 4,159,347 4,159,347 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Adcock Brett
C/O STEVEN STOKDYK, LATHAM & WATKINS LLP
10250 CONSTELLATION BLVD., SUITE 1100
LOS ANGELES, CA90067
X
Signatures
/s/ Brett Adcock 11/03/2022
Signature of Reporting Person Date
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 November 1, 2022, the reporting persons directed the sale of 62,301 shares of the Issuer's Class B common stock, resulting in the automatic conversion of the shares into 62,301 shares of the Issuer's Class A common stock.
( 3 )Weighted average price. These shares were sold in multiple transactions at prices ranging from $2.7400 to $2.8900 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (3) to this From 4.
( 4 )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.

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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