Nauticus Robotics, Inc. — Director's Dealing 2022

Oct 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nauticus Robotics, Inc. (KITT)
CIK: 0001849820
Period of Report: 2022-10-07

Reporting Person: Kasmani Dilshad (Chief LAO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-10-07	RSU	$	A	144021	Acquired		Common Stock (144021)	Direct
2022-10-07	Performance RSU	$	A	249637	Acquired		Common Stock (249637)	Direct

Footnotes

F1: Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

F2: 50% of the RSUs vest on April 11 of each of 2023 and 2024.

F3: 0% to 150% of these Performance RSUs may vest in two (2) equal installments on each of December 31, 2023 and December 31, 2024, based the Company's revenue, as reported on its audited income statement for the year ending December 31, 2022 ("Revenue"), relative to the Company's 2022 revenue as reported on its Form S-1 filed on September 9, 2022, as may be amended ("S-1 Revenue").

F4: The percentage of Performance RSUs that may vest will be (i) at the Compensation Committee's (the "Committee") discretion if the Revenue is below $11 million; (ii) 50% if the Revenue is greater than or equal to $11 million, but less than S-1 Revenue; (iii) 100% if the Revenue is greater than or equal to the S-1 Revenue, but less than 115% of S-1 Revenue; (iv) 115% if the Revenue is greater than or equal to 115% of S-1 Revenue, but less than 125% of S-1 Revenue; (v) 125% if the Revenue is greater than or equal to 125% of S-1 Revenue, but less than 150% of S-1 Revenue; (vi) 150% if the Revenue is greater than or equal to 150% of S-1 Revenue.