Form 4 for AIRJ AirJoule Technologies Corp.
Accepted 2024-10-21 00:00:00 ET · period of report 2024-09-18 · accession 0001213900-24-089409 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2024-10-21 | 2024-10-17 | AIRJ | Spence John Yogi | 10% | J - Other | $0.00 | -3.33M | 0 | -100% | $0 |
| DM | 2024-10-21 | 2024-09-18+ | AIRJ | Spence John Yogi | 10% | P - Purchase | $8.50 | +17.6K | 67.5K | +35% | +$150.0K |
| D | 2024-10-21 | 2024-10-17 | AIRJ | Spence John Yogi | 10% | J - Other | $0.00 | +746.7K | 814.2K | +1,105% | $0 |
| D | 2024-10-21 | 2024-10-17 | AIRJ | Spence John Yogi | 10% | J - Other | — | +584.5K | 584.5K | New | — |
| DMI | 2024-10-21 | 2024-10-17 | AIRJ | Spence John Yogi | 10% | J - Other | — | -2.60M | 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 | Class A Common Stock | 2024-10-17 | J | A | 153,626 | $0.00 | 153,626 | I | — | — | (F4) The reported securities include 33,542 shares subject to vesting pursuant to the Sponsor Support Agreement. |
| 2 | Common | Class A Common Stock | 2024-09-18 | P | A | 11,765 | $8.50 | 61,666 | D By XMS XPDI Sponsor II Holdings LLC | — | — | (F5) Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by XMS XPDI Holdings may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein. |
| 3 | Common | Class A Common Stock | 2024-10-17 | J | D | 3,481,337 | $0.00 | 0 | I | — | — | |
| 4 | Common | Class A Common Stock | 2024-10-17 | J | A | 746,694 | $0.00 | 814,242 | D | — | — | (F3) The reported securities include 163,031 shares subject to vesting pursuant to that certain Sponsor Support Agreement, dated as of June 5, 2023 (the "Sponsor Support Agreement"). |
| 5 | Common | Class A Common Stock | 2024-09-19 | P | A | 5,882 | $8.50 | 67,548 | D By XMS Holdings LLC | — | — | (F6) Theodore J. Brombach and John Yogi Spence are each 50% owners and the managing members of XMS Holdings LLC. As a result, all of the shares held by XMS Holdings LLC may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein. |
| 6 | Derivative | Private Placement Warrants | 2024-10-17 | J | A | 584,470 | — | 584,470 | D By XMS Holdings LLC | $11.50 · 2024-04-13 to 2029-03-14 | 584,470 Class A Common Stock | (F2) Represent securities acquired in the Distribution. (F6) Theodore J. Brombach and John Yogi Spence are each 50% owners and the managing members of XMS Holdings LLC. As a result, all of the shares held by XMS Holdings LLC may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein. |
| 7 | Derivative | Private Placement Warrants | 2024-10-17 | J | A | 120,250 | — | 120,250 | I | $11.50 · 2024-04-13 to 2029-03-14 | 120,250 Class A Common Stock | (F2) Represent securities acquired in the Distribution. |
| 8 | Derivative | Private Placement Warrants | 2024-10-17 | J | D | 2,725,000 | — | 0 | I By XMS XPDI Sponsor II Holdings LLC | $11.50 · 2024-04-13 to 2029-03-14 | 2,725,000 Class A Common Stock | (F1) Reflects a pro-rata distribution in-kind by XMS XPDI Sponsor II Holdings LLC ("XMS XPDI Holdings") to its members for no consideration (the "Distribution"). (F5) Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by XMS XPDI Holdings may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein. |