Sec Form 3 Filing - Stellantis N.V. @ Archer Aviation Inc. - 2023-06-23

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Stellantis N.V.
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)
TAURUSAVENUE 1
3. Date of Earliest Transaction (MM/DD/YY)
06/23/2023
(Street)
HOOFDDORP, P72132LS
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 17,485,264 D ( 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 (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
Warrants to Purchase Class A Common Stock (right to buy) $ 0.01 ( 2 ) 01/03/2028 Class A Common Stock 15,000,000 D ( 2 )
Warrants to Purchase Class A Common Stock (right to buy) $ 0.01 ( 3 ) 11/06/2025 Class A Common Stock 1,671,202 D ( 3 )
Warrants to Purchase Class A Common Stock (right to buy) $ 0.01 ( 4 ) 07/19/2026 Class A Common Stock 1,077,024 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stellantis N.V.
TAURUSAVENUE 1
HOOFDDORP, P72132LS
X
FCA US LLC
1000 CHRYSLER DRIVE
AUBURN HILLS, MI48326-2766
X
FCA NORTH AMERICA HOLDINGS LLC
1000 CHRYSLER DRIVE
AUBURN HILLS, MI48326-2766
X
FCA FOREIGN SALES HOLDCO LTD.
PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY
WEST MIDLANDS, X0CV3 1ND
X
FCA ITALY S.P.A.
CORSO GIOVANNI AGNELLI 200
TURIN, L610135
X
SFS UK 1 LTD.
PINLEY HOUSE, 2 SUNBEAM WAY, COVENTRY
WEST MIDLANDS, X0CV3 1ND
X
Signatures
Stellantis N.V., by /s/ Giorgio Fossati, General Counsel 06/27/2023
Signature of Reporting Person Date
FCA US LLC, by /s/ Giorgio Fossati, Attorney-in-Fact 06/27/2023
Signature of Reporting Person Date
FCA North America Holdings LLC, by /s/ Giorgio Fossati, Attorney-in-Fact 06/27/2023
Signature of Reporting Person Date
FCA Foreign Sales Holdco Ltd., by /s/ Giorgio Fossati, Attorney-in-Fact 06/27/2023
Signature of Reporting Person Date
SFS UK 1 Limited, by /s/ Giorgio Fossati, Attorney-in-Fact 06/27/2023
Signature of Reporting Person Date
FCA Italy S.p.A., by /s/ Giorgio Fossati, Attorney-in-Fact 06/27/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 9,985,264 shares owned directly by Stellantis and 7,500,000 shares owned directly by FCA Italy S.p.A.
( 2 )The warrant becomes exercisable in 3 separate tranches upon either (i) performance by Stellantis of undertakings set forth in the Manufacturing Collaboration Agreement, dated as of Jan 3, 2023, between Issuer and Stellantis (the "Agreement") or (ii) the VWAP for the Class A Common Stock exceeds certain specified amounts. The warrant is immediately exercisable on (i) Automotive OEM Change of Control (as defined in the Agreement) upon expiration of Stellantis' right to terminate the Collaboration Agreement or (ii) a Liquidation Event (as defined in the Agreement) if Agreement is not terminated by Issuer or Stellantis prior to such Liquidation Event. The warrant shall be exercisable with respect to Class A Common Stock that have become vested in accordance with the terms of the warrant, at any time, on or before the earliest of (i) immediately prior to a Liquidation Event, and (ii) Jan 3, 2028.
( 3 )Under a warrant dated November 6, 2020, FCA US is entitled to purchase up to 1,671,202 shares of Class A Common Stock at an exercise price of $0.01 per share. Such warrant has become fully exercisable in accordance with its terms, and expires on November 6, 2025. This warrant is owned directly by FCA US.
( 4 )Under a warrant dated July 19, 2021, FCA Italy is entitled to purchase up to 1,077,024 shares of Class A Common Stock at an exercise price of $0.01 per share. Such warrant has become fully exercisable in accordance with its terms, and expires on or before the earliest of (i) July 19, 2026 and (ii) immediately prior to the closing of a Liquidation Event. This warrant is owned directly by FCA Italy.

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