4//SEC Filing
EILERS PATRICK C 4
Accession 0001213900-24-023702
CIK 0001855474other
Filed
Mar 18, 8:00 PM ET
Accepted
Mar 19, 6:38 AM ET
Size
16.9 KB
Accession
0001213900-24-023702
Insider Transaction Report
Form 4
EILERS PATRICK C
DirectorExecutive Chairman
Transactions
- Exercise/Conversion
Class A Common Stock
2024-03-14+6,827,969→ 6,827,969 total(indirect: By LLC) - Other
Class A Common Stock
2024-03-14−2,970,589→ 3,322,058 total(indirect: By LLC) - Exercise/Conversion
Class B Common Stock
2024-03-14−6,827,969→ 0 total(indirect: By LLC)→ Class A Common Stock (6,827,969 underlying) - Award
Class A Common Stock
2024-03-14$8.50/sh+6,292,647$53,487,500→ 6,292,647 total(indirect: By LLC) - Award
Class A Common Stock
2024-03-14+658,252→ 3,980,310 total(indirect: By LLC) - Other
Class B Common Stock
2024-03-14−269,531→ 6,827,969 total(indirect: By LLC)→ Class A Common Stock (269,531 underlying)
Footnotes (6)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]Reflects a pro-rata distribution in-kind to its members for no consideration.
- [F5]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.
- [F6]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."
Documents
Issuer
Montana Technologies Corp.
CIK 0001855474
Entity typeother
Related Parties
1- filerCIK 0001246237
Filing Metadata
- Form type
- 4
- Filed
- Mar 18, 8:00 PM ET
- Accepted
- Mar 19, 6:38 AM ET
- Size
- 16.9 KB