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Form 4 Archer Aviation Inc. For: Sep 27 Filed by: Adcock Brett

September 29, 2022 5:32 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 *
Adcock Brett

(Last) (First) (Middle)
C/O STEVEN B. STOKDYK LATHAM&WATKINS LLP
10250 CONSTELLATION BLVD., SUITE 1100

(Street)
LOS ANGELES CA 90067

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2022
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 09/27/2022   C   120,000 A (2) 120,000 I See Footnote (6)
Class A Common Stock 09/27/2022   S   120,000 D $ 2.825 (4) 0 I See Footnote (6)
Class A Common Stock 09/28/2022   C   76,047 A (3) 76,047 I See Footnote (6)
Class A Common Stock 09/28/2022   S   76,047 D $ 2.7949 (5) 0 I See Footnote (6)
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
Class B Common Stock (1) 09/27/2022   C     120,000   (1)   (1) Class A Common Stock 120,000 $ 0 26,657,325 I See Footnote (6)
Class B Common Stock (1) 09/28/2022   C     76,407   (1)   (1) Class A Common Stock 76,407 $ 0 26,581,278 I See Footnote (6)
Class B Common Stock (1)               (1)   (1) Class A Common Stock 4,159,347   4,159,347 D  
Explanation of Responses:
1. Each share of the Issuer's Class B common stock is convertible into one share of the Issuer's Class A common stock at any time and will convert automatically upon certain transfers, whether or not for value, or upon the earliest to occur of: (i) September 16, 2031; (ii) the date specified in writing by the holders of two-thirds of the then outstanding shares of Class B common stock; and (iii) the date as of which the number of outstanding shares of Class B common stock represents less than 10.0% of the aggregate number of shares of Class B common stock and Class A common stock outstanding.
2. On September 27, 2022, the reporting persons directed the sale of 120,000 shares of the Issuer's Class B common stock, resulting in the automatic conversion of the shares into 120,000 shares of the Issuer's Class A common stock.
3. On September 28, 2022, the reporting persons directed the sale of 76,047 shares of the Issuer's Class B common stock, resulting in the automatic conversion of the shares into 76,047 shares of the Issuer's Class A common stock.
4. Weighted average price. These shares were sold in multiple transactions at prices ranging from $2.7400 to $2.8600 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities Exchange Commission (the "SEC"), upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (4) to this From 4.
5. Weighted average price. These shares were sold in multiple transactions at prices ranging from $2.7650 to $2.8100 inclusive. The reporting persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the shares sold at each separate price within the range set forth in this footnote (5) to this From 4.
6. The shares are held by Hight Drive Growth LLC ("Hight Drive"). Mr. Adcock is the sole managing member of Hight Drive and, as such, has voting and investment discretion with respect to the securities held directly by it.
/s/ Brett Adcock 09/29/2022
** 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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