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Form 4 Archer Aviation Inc. For: Sep 22 Filed by: MISSAN ANDY

September 23, 2022 7:58 PM EDT

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FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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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 *
MISSAN ANDY

(Last) (First) (Middle)
C/O ARCHER AVIATION INC.
190 WEST TASMAN DRIVE

(Street)
SAN JOSE CA 95134

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Archer Aviation Inc. [ ACHR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Off. & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
09/22/2022
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
Class A Common Stock 09/22/2022   M   250,000 A $ 0 (1) 250,000 D  
Class A Common Stock 09/23/2022   F   94,389 (2) D $ 2.7471 (3) 155,611 D  
Class A Common Stock 09/23/2022   S (4)   50,000 D $ 2.7763 (5) 105,611 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
Restricted Stock Units (6) 09/22/2022   M (7)   250,000     (8)   (9) Class A Common Stock 250,000 $ 0 (1) 750,000 D  
Explanation of Responses:
1. No consideration was paid by the reporting person to the issuer for the vested shares. However, settlement of the restricted stock units for shares was deferred, pursuant to the award agreement between the issuer and the reporting person, until the date on which an issuer-mandated sale of shares may be executed to cover the reporting person's tax obligations in respect of the vesting event.
2. Represents shares sold in satisfaction of the reporting person's tax liability arising as a result of the settlement of restricted stock units.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.7015 to $2.85, inclusive. The reporting person undertakes to provide to Archer Aviation Inc., any security holder of Archer Aviation Inc., or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes 3 and 5 of this Form 4.
4. This transaction was entered into pursuant to a Rule 10b5-1 plan adopted by the reporting person on June 10, 2022.
5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.71 to $2.86, inclusive.
6. Each restricted stock unit represents a contingent right to receive one share of the issuer's Class A Common Stock, subject to the reporting person's continued status as a service provider to the issuer.
7. The reported transaction represents the settlement of restricted stock units which vested on August 15, 2022 but for which settlement was deferred, pursuant to the award agreement between the issuer and the reporting person, until the date on which an issuer-mandated sale of shares may be executed to cover the reporting person's tax obligations in respect of the vesting event.
8. The award vests as to: (i) 1/4 of the total award on August 15, 2022; and (ii) 1/16 of the total award quarterly thereafter on each November 15th, March 1st, May 15th, and August 15th.
9. These restricted stock units do not expire; they either vest or are cancelled prior to the vesting date.
/s/ Andy Missan 09/23/2022
** 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.


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