Form 4 for AERT Aeries Technology, Inc.
Accepted 2024-04-09 00:00:00 ET · period of report 2024-04-05 · accession 0001829126-24-002348 · 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 | 2024-04-09 | 2024-04-05 | AERT | Kumar Venu Raman | Dir, 10% | M - OptEx | — | +21.34M | 21.34M | New | — |
| D | 2024-04-09 | 2024-04-05 | AERT | Kumar Venu Raman | Dir, 10% | M - OptEx | — | -9,500 | 500 | -95% | — |
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 Ordinary Shares | 2024-04-05 | M | A | 21,337,000 | — | 21,337,000 | D | — | — | (F1) Pursuant to the terms and subject to the restrictions set forth in that certain Exchange Agreement, dated as of November 6, 2023 (as amended, the "Exchange Agreement"), by and among Aeries Technology, Inc. (the "Issuer"), Aark Singapore Pte. Ltd. ("AARK"), and Venu Raman Kumar ("Mr. Kumar"), the reporting person has a put exchange right, subject to certain exercise conditions, to exchange the reporting person's ordinary shares of AARK, par value SGD1.00 per share (the "AARK Shares"), for Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of the Issuer, at an exchange rate of 2,246 Class A Ordinary Shares for each AARK Share. The Issuer also has a call exchange right under the Exchange Agreement, subject to the exercise conditions, to require the reporting person to exchange up to all of the reporting person's AARK Shares for Class A Ordinary Shares. (F2) (Continued from footnote 1) Pursuant to the Exchange Agreement, prior to April 1, 2024, subject to the exercise conditions in the Exchange Agreement, the reporting person had the right to exchange up to 20% of the AARK Shares and, on and after April 1, 2024, the reporting person has the right to exchange 100% of the AARK Shares. In addition, subject to certain conditions, either the call exchange or put exchange may be settled with a cash exchange payment calculated as the arithmetic average of the volume-weighted average price of Class A Ordinary Shares for the five consecutive trading days ending on the date that is two business days after the reporting person delivers notice of the exercise of the put exchange. The Issuer determined that the exercise conditions to the exchange rights were satisfied on March 26, 2024. (F3) (Continued from footnote 1) On April 5, 2024, Mr. Kumar delivered to the Issuer an exchange notice to exchange an aggregate amount of 9,500 AARK Shares and received 21,377,000 Class A Ordinary Shares. As of the date of this Form 4, the reporting person retains the right to exchange the remaining 500 AARK Shares for 1,123,000 Class A Ordinary Shares. |
| 2 | Derivative | AARK Shares Put Exchange Right | 2024-04-05 | M | D | 9,500 | — | 500 | D | — · — to — | 21,337,000 Class A Ordinary Shares | (F1) Pursuant to the terms and subject to the restrictions set forth in that certain Exchange Agreement, dated as of November 6, 2023 (as amended, the "Exchange Agreement"), by and among Aeries Technology, Inc. (the "Issuer"), Aark Singapore Pte. Ltd. ("AARK"), and Venu Raman Kumar ("Mr. Kumar"), the reporting person has a put exchange right, subject to certain exercise conditions, to exchange the reporting person's ordinary shares of AARK, par value SGD1.00 per share (the "AARK Shares"), for Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of the Issuer, at an exchange rate of 2,246 Class A Ordinary Shares for each AARK Share. The Issuer also has a call exchange right under the Exchange Agreement, subject to the exercise conditions, to require the reporting person to exchange up to all of the reporting person's AARK Shares for Class A Ordinary Shares. (F2) (Continued from footnote 1) Pursuant to the Exchange Agreement, prior to April 1, 2024, subject to the exercise conditions in the Exchange Agreement, the reporting person had the right to exchange up to 20% of the AARK Shares and, on and after April 1, 2024, the reporting person has the right to exchange 100% of the AARK Shares. In addition, subject to certain conditions, either the call exchange or put exchange may be settled with a cash exchange payment calculated as the arithmetic average of the volume-weighted average price of Class A Ordinary Shares for the five consecutive trading days ending on the date that is two business days after the reporting person delivers notice of the exercise of the put exchange. The Issuer determined that the exercise conditions to the exchange rights were satisfied on March 26, 2024. (F3) (Continued from footnote 1) On April 5, 2024, Mr. Kumar delivered to the Issuer an exchange notice to exchange an aggregate amount of 9,500 AARK Shares and received 21,377,000 Class A Ordinary Shares. As of the date of this Form 4, the reporting person retains the right to exchange the remaining 500 AARK Shares for 1,123,000 Class A Ordinary Shares. |