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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | (1) (2) | 05/09/2022 | M(1)(2) | 5,050,000 | (1)(2) | (1)(2) | Common Stock | 5,050,000 | $ 0 | 0 | D (3) (4) | ||||
| Private Placement Warrants | $ 11.5 | 05/09/2022 | A(7)(8) | 14,250,000 | 06/09/2022 | 05/09/2027 | Common Stock | 14,250,000 | $ 1 | 14,250,000 | D (3) (4) | ||||
| Private Placement Warrants | $ 11.5 | 05/09/2022 | J(6) | 14,250,000 | 06/09/2022 | 05/09/2027 | Common Stock | 14,250,000 | (6) | 0 | D (3) (4) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Zanite Sponsor LLC 25101 CHAGRIN BOULEVARD, SUITE 350 CLEVELAND, OH 44122 |
X | X | See Remarks | |
| Rosen Steven H 25101 CHAGRIN BOULEVARD, SUITE 350 CLEVELAND, OH 44122 |
X | |||
| Ricci Kenneth 355 RICHMOND ROAD CLEVELAND, OH 44143 |
X | X | ||
| /s/ Daniel Nussen, Attorney-in-Fact for Zanite Sponsor LLC | 05/09/2022 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel Nussen, Attorney-in-Fact for Steven H. Rosen | 05/09/2022 | |
| **Signature of Reporting Person | Date | |
| /s/ Daniel Nussen, Attorney-in-Fact for Kenneth C. Ricci | 05/09/2022 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | In connection with the closing (the "Closing") of the business combination (the "Business Combination") among the Issuer (which was formerly known as Zanite Acquisition Corp.) Embraer S.A., a Brazilian corporation (sociedade anonima) ("Embraer"), EVE UAM, LLC, a Delaware limited liability company ("Eve"), and Embraer Aircraft Holding, Inc., a Delaware corporation ("EAH"), among other things, (i) each of the issued and outstanding shares of Class B common stock of the Issuer converted into shares of Class A common stock of the Issuer on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-249618) and (ii) |
| (2) | (Continued from Footnote 1), each of the issued and outstanding shares of Class A common stock of the Issuer converted into shares of common stock of the Issuer on a one-for-one basis pursuant to the Issuer's second amended and restated certificate of incorporation filed with the Secretary of State of the state of Delaware on the date of the Closing in connection with the Business Combination. |
| (3) | Zanite Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Mr. Rosen and Mr. Ricci are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor. |
| (4) | Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. |
| (5) | In connection with the Closing of the Business Combination, the Sponsor purchased 2,500,000 shares of common stock from the Issuer in a private placement transaction. |
| (6) | Such dispositions reflect the pro rata distribution by the Sponsor of all of its securities to its members for no consideration pursuant to the Sponsor's limited liability company agreement in connection with a liquidation of the assets of the Sponsor. |
| (7) | The private placement warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. Each private placement warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. The private placement warrants consist of (i) 9,650,000 private placement warrants purchased by the Sponsor in a private placement from the Issuer simultaneously with the consummation of the Issuer's initial public offering, (ii) |
| (8) | (Continued from Footnote 6), 2,300,000 private placement warrants purchased by the Sponsor in a private placement from the Issuer on May 18, 2021 and (iii) 2,300,000 private placement warrants purchased by the Sponsor in a private placement from the Issuer on November 16, 2021. |
| Remarks: Prior to the Closing, the Sponsor was a Director by Deputization. As a result of and immediately following the Closing, including the pro rata distribution of all of its securities to its members, the Sponsor is no longer a Director by Deputization or 10% Owner, Mr. Rosen is no longer a 10% Owner, Director or Officer, and Mr. Ricci is no longer a 10% Owner or Officer. Therefore, the Sponsor and Mr. Rosen are no longer subject to Section 16 of the Securities Exchange Act of 1934 ("Section 16"). Kenneth Ricci continues to be subject to Section 16 and intends to report his pecuniary interest in the 4,050,120 shares of Common Stock and the 5,810,942 private placement warrants received by Directional Zanite, LLC, which is controlled by Mr. Ricci, in the distribution (the acquisition of which is exempt from reporting under Rule 16a-13) in his future Section 16 reports. | |