Sec Form 4 Filing - EILERS PATRICK C @ Montana Technologies Corp. - 2024-03-14

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 EILERS PATRICK C 2. Issuer Name and Ticker or Trading Symbol Montana Technologies Corp. [ AIRJ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MONTANA TECHNOLOGIES CORPORATION, 34361 INNOVATION DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2024 (Street) RONAN, MT59864 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 03/14/2024 M 6,827,969 A 6,827,969 I By XPDI Sponsor II LLC ( 2 ) Class A Common Stock 03/14/2024 A 6,292,647 A $ 8.5 6,292,647 I By TEP Montana, LLC ( 3 ) Class A Common Stock 03/14/2024 J( 4 ) 2,970,589 D $ 0 3,322,058 I By TEP Montana, LLC ( 3 ) Class A Common Stock 03/14/2024 A( 5 ) 658,252 A 3,980,310 I By TEP Montana, LLC ( 3 )

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 ) 03/14/2024 J( 6 ) 269,531 ( 1 ) ( 1 ) Class A Common Stock 269,531 ( 1 ) 6,827,969 I By XPDI Sponsor II LLC ( 2 ) Class B Common Stock ( 1 ) 03/14/2024 M 6,827,969 ( 1 ) ( 1 ) Class A Common Stock 6,827,969 ( 1 ) 0 I By XPDI Sponsor II LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EILERS PATRICK C C/O MONTANA TECHNOLOGIES CORPORATION 34361 INNOVATION DRIVE RONAN, MT59864 X X Signatures /s/ Jeff Gutke, Attorney-in-Fact for Patrick Eilers 03/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis. ( 2 )XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein. ( 3 )The reporting person is the managing partner of the managing member of TEP Montana, LLC. As a result, he may be deemed to share beneficial ownership over the securities held by TEP Montana, LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein. ( 4 )Reflects a pro-rata distribution in-kind to its members for no consideration. ( 5 )Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock. ( 6 )On March 14, 2024, the reporting person forfeited at no cost 269,531 shares of Class B common stock in connection with the Business Combination and certain transactions with the Anchor Investors, as described on Form S-4 (File No. 333-273821) under the heading "The Business Combination."

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).

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