Form 4 for AIRJ AirJoule Technologies Corp.
Accepted 2024-03-19 00:00:00 ET · period of report 2024-03-14 · accession 0001213900-24-023700 · 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 | 2024-03-19 | 2024-03-14 | AIRJ | JORE MATTHEW B | CEO, Dir, 10% | A - Grant | — | +2.93M | 2.93M | New | — |
| D | 2024-03-19 | 2024-03-14 | AIRJ | JORE MATTHEW B | CEO, Dir, 10% | A - Grant | — | +4.76M | 4.76M | New | — |
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 | Class A Common Stock | 2024-03-14 | A | A | 2,931,654 | — | 2,931,654 | D | — | — | (F1) Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock and Class B Common Stock of the Issuer. |
| 2 | Derivative | Class B Common Stock | 2024-03-14 | A | A | 4,759,642 | — | 4,759,642 | D | — · — to — | 4,759,642 Class A Common Stock | (F1) Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock and Class B Common Stock of the Issuer. (F2) Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder at any time upon written notice to the transfer agent of the Issuer. The Class B Common Stock will automatically convert into Class A Common Stock at the earliest of (1) the date that is seven years from the effective date of the Issuer's Second Amended and Restated Certificate of Incorporation (the "Charter") and (2) the first date on which the permitted holders of Class B Common Stock cease to own, in the aggregate, at least 33.0% of the number of Class B Common Stock issued following the effectiveness of the Charter, as equitably adjusted to reflect any stock splits, reverse stock splits, stock dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction. |