Form 4/A for KITT Nauticus Robotics, Inc.
Accepted 2022-09-14 00:00:00 ET · period of report 2022-09-09 · accession 0001213900-22-056039 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DAI | 2022-09-14 | 2022-09-09 | KITT | Mey Mark-Anthony Lovell | Dir, 10% | A - Grant | $0.00 | +9.08M | 9.08M | New | $0 |
| DAI | 2022-09-14 | 2022-09-09 | KITT | Mey Mark-Anthony Lovell | Dir, 10% | A - Grant | $0.00 | +2.08M | 2.08M | New | $0 |
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 | 2022-09-09 | A | A | 9,079,492 | $0.00 | 9,079,492 | I By Transocean Inc. | — | — | (F1) Reflects Earn-Out Shares issued in connection with the business combination of CleanTech Acquisition Corp. ("CLAQ"), CleanTech Merger Sub, Inc., a wholly owned subsidiary of CLAQ, and Nauticus Robotics, Inc. pursuant to the Merger Agreement dated December 16, 2021 and consummated on September 9, 2022 ("Merger Agreement"). Earn-Out Shares will be released as follows: (i) one-half will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $15.00 per share, over any 20 trading days within a 30-day trading period; (ii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of common stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and (iii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period. Any shares not eligible to be released within five years of December 16, 2021 will be forfeited and canceled. This amendment is being filed to include the Earn-Out Shares that were inadvertently omitted from the original Form 4 filed by the Reporting Person on September 13, 2022. (F2) Shares held directly by Transocean Inc. The Reporting Person, as an executive officer of Transocean Inc., may be deemed to share voting and dispositive power over the shares held by Transocean Inc. The Reporting Person disclaims beneficial ownership of shares held by Transocean Inc., except to the extent of any pecuniary interest therein. |
| 2 | Derivative | Earn-Out Shares | 2022-09-09 | A | A | 2,080,203 | $0.00 | 2,080,203 | I By Transocean Inc. | $0.00 · — to — | 2,080,203 Common Stock | (F2) Shares held directly by Transocean Inc. The Reporting Person, as an executive officer of Transocean Inc., may be deemed to share voting and dispositive power over the shares held by Transocean Inc. The Reporting Person disclaims beneficial ownership of shares held by Transocean Inc., except to the extent of any pecuniary interest therein. (F1) Reflects Earn-Out Shares issued in connection with the business combination of CleanTech Acquisition Corp. ("CLAQ"), CleanTech Merger Sub, Inc., a wholly owned subsidiary of CLAQ, and Nauticus Robotics, Inc. pursuant to the Merger Agreement dated December 16, 2021 and consummated on September 9, 2022 ("Merger Agreement"). Earn-Out Shares will be released as follows: (i) one-half will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $15.00 per share, over any 20 trading days within a 30-day trading period; (ii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of common stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and (iii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period. Any shares not eligible to be released within five years of December 16, 2021 will be forfeited and canceled. This amendment is being filed to include the Earn-Out Shares that were inadvertently omitted from the original Form 4 filed by the Reporting Person on September 13, 2022. |