Derek Xu - Aug 16, 2024 Form 4 Insider Report for Airship AI Holdings, Inc. (AISP)

Role
Chief Operating Officer, Director, 10%+ Owner
Signature
By: /s/ Derek Xu
Stock symbol
AISP
Transactions as of
Aug 16, 2024
Transactions value $
$0
Form type
4
Date filed
8/19/2024, 04:16 PM
Previous filing
Apr 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding AISP Common Stock 8.44M Aug 16, 2024 See footnote F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AISP Options Other $0 -75K -100% $0.00* 0 Aug 16, 2024 Common Stock 75K $6.59 Direct F5, F7
transaction AISP Options Award $0 +100K $0.00 100K Aug 16, 2024 Common Stock 100K $2.86 Direct F6
holding AISP Warrants 1.34M Aug 16, 2024 Common Stock 1.34M $1.77 Direct F3
holding AISP Earnout Rights 1.88M Aug 16, 2024 Common Stock 1.88M See footnote F2, F4
holding AISP Earnout Rights 299K Aug 16, 2024 Common Stock 299K Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of common stock of the Issuer received on December 21, 2023, as consideration pursuant to that certain Merger Agreement, dated as of June 27, 2023 (as amended on September 22, 2023 and as may be further amended and/or restated from time to time, the "Merger Agreement"), by and among Airship AI Holdings, Inc., a Delaware corporation (the "Issuer") (formerly known as BYTE Acquisition Corp., a Cayman Island exempted company limited by shares, prior to its domestication as a Delaware corporation), BYTE Merger Sub, Inc., a Washington corporation and a direct, wholly-owned subsidiary of the Issuer, and Airship AI, Inc., a Washington company (formerly known as Airship AI Holdings, Inc., "Airship AI"). The Reporting Person received the reported shares in exchange for shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.
F2 Airship Redmond Family Limited Partnership is the record holder of the securities reported herein. Derek Xu is the managing partner of Airship Redmond Family Limited Partnership and as such has voting and dispositive power over these securities. Mr. Xu disclaims beneficial ownership of the securities held by Airship Redmond Family Limited Partnership, except to the extent of his pecuniary interest therein.
F3 Represents warrants to purchase shares of common stock of the Issuer received by the Reporting Person on December 21, 2023, pursuant to the Merger Agreement, upon the conversion of warrants to purchase shares of common stock of Airship AI at the Conversion Ratio, as defined in the Merger Agreement, as of the Effective Time of the Merger.
F4 Pursuant to earnout provisions in the Merger Agreement, the holder of such Earnout Rights is entitled to receive shares of common stock of the Issuer upon the occurrence of certain operating performance and share price performance milestones during the applicable earnout periods set forth in the Merger Agreement.
F5 Commencing on March 31, 2024, the options (4,687.50 per quarter) will vest on the last day of each calendar quarter for four (4) consecutive years with each option vesting on (March 31st, June 30th, September 30th and December 31st).
F6 Options vest quarterly over 4 years.
F7 Options Cancelled.