Form 4 for EVEX Eve Holding, Inc.
Accepted 2022-05-09 00:00:00 ET · period of report 2022-05-09 · accession 0000899243-22-017250 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-05-09 | 2022-05-09 | EVEX | Ricci Kenneth | Dir, 10% | M - OptEx | — | +5.05M | 5.05M | New | — |
| D | 2022-05-09 | 2022-05-09 | EVEX | Ricci Kenneth | Dir, 10% | J - Other | — | -7.55M | 0 | -100% | — |
| D | 2022-05-09 | 2022-05-09 | EVEX | Ricci Kenneth | Dir, 10% | A - Grant | $10.00 | +2.50M | 7.55M | +50% | +$25.00M |
| D | 2022-05-09 | 2022-05-09 | EVEX | Ricci Kenneth | Dir, 10% | A - Grant | $1.00 | +14.25M | 14.25M | New | +$14.25M |
| D | 2022-05-09 | 2022-05-09 | EVEX | Ricci Kenneth | Dir, 10% | M - OptEx | $0.00 | -5.05M | 0 | -100% | $0 |
| D | 2022-05-09 | 2022-05-09 | EVEX | Ricci Kenneth | Dir, 10% | J - Other | — | -14.25M | 0 | -100% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2022-05-09 | M | A | 5,050,000 | — | 5,050,000 | D | — | — | (F1) In connection with the closing (the "Closing") of the business combination (the "Business Combination") among the Issuer (which was formerly known as Zanite Acquisition Corp.) Embraer S.A., a Brazilian corporation (sociedade anonima) ("Embraer"), EVE UAM, LLC, a Delaware limited liability company ("Eve"), and Embraer Aircraft Holding, Inc., a Delaware corporation ("EAH"), among other things, (i) each of the issued and outstanding shares of Class B common stock of the Issuer converted into shares of Class A common stock of the Issuer on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-249618) and (ii) (F2) (Continued from Footnote 1), each of the issued and outstanding shares of Class A common stock of the Issuer converted into shares of common stock of the Issuer on a one-for-one basis pursuant to the Issuer's second amended and restated certificate of incorporation filed with the Secretary of State of the state of Delaware on the date of the Closing in connection with the Business Combination. (F4) Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (F3) Zanite Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Mr. Rosen and Mr. Ricci are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor. |
| 2 | Common | Common Stock | 2022-05-09 | J | D | 7,550,000 | — | 0 | D | — | — | (F6) Such dispositions reflect the pro rata distribution by the Sponsor of all of its securities to its members for no consideration pursuant to the Sponsor's limited liability company agreement in connection with a liquidation of the assets of the Sponsor. (F4) Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (F3) Zanite Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Mr. Rosen and Mr. Ricci are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor. |
| 3 | Common | Common Stock | 2022-05-09 | A | A | 2,500,000 | $10.00 | 7,550,000 | D | — | — | (F4) Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (F3) Zanite Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Mr. Rosen and Mr. Ricci are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor. |
| 4 | Derivative | Private Placement Warrants | 2022-05-09 | A | A | 14,250,000 | $1.00 | 14,250,000 | D | $11.50 · 2022-06-09 to 2027-05-09 | 14,250,000 Common Stock | (F4) Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (F3) Zanite Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Mr. Rosen and Mr. Ricci are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor. |
| 5 | Derivative | Class B Common Stock | 2022-05-09 | M | D | 5,050,000 | $0.00 | 0 | D | — · — to — | 5,050,000 Common Stock | (F4) Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (F3) Zanite Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Mr. Rosen and Mr. Ricci are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor. (F1) In connection with the closing (the "Closing") of the business combination (the "Business Combination") among the Issuer (which was formerly known as Zanite Acquisition Corp.) Embraer S.A., a Brazilian corporation (sociedade anonima) ("Embraer"), EVE UAM, LLC, a Delaware limited liability company ("Eve"), and Embraer Aircraft Holding, Inc., a Delaware corporation ("EAH"), among other things, (i) each of the issued and outstanding shares of Class B common stock of the Issuer converted into shares of Class A common stock of the Issuer on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-249618) and (ii) (F2) (Continued from Footnote 1), each of the issued and outstanding shares of Class A common stock of the Issuer converted into shares of common stock of the Issuer on a one-for-one basis pursuant to the Issuer's second amended and restated certificate of incorporation filed with the Secretary of State of the state of Delaware on the date of the Closing in connection with the Business Combination. |
| 6 | Derivative | Private Placement Warrants | 2022-05-09 | J | D | 14,250,000 | — | 0 | D | $11.50 · 2022-06-09 to 2027-05-09 | 14,250,000 Common Stock | (F6) Such dispositions reflect the pro rata distribution by the Sponsor of all of its securities to its members for no consideration pursuant to the Sponsor's limited liability company agreement in connection with a liquidation of the assets of the Sponsor. (F4) Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (F3) Zanite Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Mr. Rosen and Mr. Ricci are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor. |