Form 4 AERWINS Technologies For: Feb 03 Filed by: Miura Kazuo

February 7, 2023 9:05 PM EST

Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Miura Kazuo

(Last) (First) (Middle)

TOKYO M0 105-0011

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AERWINS Technologies Inc. [ AWIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Product Officer
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Common Stock 02/03/2023   A   70,159 (1) A (2) 70,159 D  
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option (right to buy) (3) 02/03/2023   A   739,916 (2)   05/03/2023 (4) 02/03/2033 Common Stock 739,916 (2) 739,916 D  
Explanation of Responses:
1. Represents shares acquired by the reporting person on February 3, 2023, upon the closing of a business combination (the "Merger") pursuant to an Agreement and Plan of Merger, dated as of September 7, 2022, by and among Pono Capital Corp. ("Pono"), Pono Merger Sub, Inc., AERWINS Technologies Inc. ("AERWINS"), Mehana Equity LLC, and Shuhei Komatsu, as previously disclosed in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2022 (the "Form 8-K"), and as set forth in Exhibit 2.1 to the Form 8-K. Of this amount, 2,105 shares are held in escrow pending post-closing adjustments to the Merger consideration as provided in the Merger Agreement. Upon consummation of the Merger, the issuer changed its name to "AERWINS Technologies Inc."
2. As consideration for the Merger, the reporting person received (i) the indicated number of shares of the issuer's common stock, and (ii) a stock option to purchase the indicated number of shares of the issuer's common stock.
3. The stock option has an exercise price of $0.00015 per share.
4. The stock option vests as follows: 1/3 on the 3-month anniversary of February 3, 2023 (the "Award Date"), 1/3 on the 15-month anniversary of the Award Date, and 1/3 on the 27-month anniversary of the Award Date.
/s/ Kazuo Miura 02/07/2023
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Serious News for Serious Traders! Try Premium Free!

You May Also Be Interested In

Related Categories

SEC Filings

Related Entities