Nauticus Robotics, Inc. — Director's Dealing 2022

Sep 15, 2022

SEC Form 4/A — Form 4/A

Issuer: Nauticus Robotics, Inc. (KITT)
CIK: 0001849820
Period of Report: 2022-09-09

Reporting Person: Mey Mark-Anthony Lovell (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-09	Common Stock	A	9079492	—	Acquired	9079492	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-09	Earn-Out Shares	$0.00	A	2080203	Acquired		Common Stock (2080203)	Indirect

Footnotes

F1: Reflects Earn-Out Shares issued in connection with the business combination of CleanTech Acquisition Corp. ("CLAQ"), CleanTech Merger Sub, Inc., a wholly owned subsidiary of CLAQ, and Nauticus Robotics, Inc. pursuant to the Merger Agreement dated December 16, 2021 and consummated on September 9, 2022 ("Merger Agreement"). Earn-Out Shares will be released as follows: (i) one-half will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $15.00 per share, over any 20 trading days within a 30-day trading period; (ii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of common stock equals or exceeds $17.50 per share over any 20 trading days within a 30-day trading period; and (iii) one-quarter will be released if, within a five-year period following the signing date of the Merger Agreement, the volume-weighted average price of the common stock equals or exceeds $20.00 per share over any 20 trading days within a 30-day trading period. Any shares not eligible to be released within five years of December 16, 2021 will be forfeited and canceled. This amendment is being filed to include the Earn-Out Shares that were inadvertently omitted from the original Form 4 filed by the Reporting Person on September 13, 2022.

F2: Shares held directly by Transocean Inc. The Reporting Person, as an executive officer of Transocean Inc., may be deemed to share voting and dispositive power over the shares held by Transocean Inc. The Reporting Person disclaims beneficial ownership of shares held by Transocean Inc., except to the extent of any pecuniary interest therein.