Stellantis N.V. — Director's Dealing 2023

Jun 28, 2023

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Archer Aviation Inc. (ACHR)
CIK: 0001824502
Period of Report: 2023-06-23

Reporting Person: Stellantis N.V. (10% Owner)
Reporting Person: FCA US LLC (10% Owner)
Reporting Person: FCA NORTH AMERICA HOLDINGS LLC (10% Owner)
Reporting Person: FCA FOREIGN SALES HOLDCO LTD. (10% Owner)
Reporting Person: FCA ITALY S.P.A. (10% Owner)
Reporting Person: SFS UK 1 LTD. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	17485264	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Warrants to Purchase Class A Common Stock (right to buy)	$0.01	2028-01-03	Class A Common Stock (15000000)		Direct
Warrants to Purchase Class A Common Stock (right to buy)	$0.01	2025-11-06	Class A Common Stock (1671202)		Direct
Warrants to Purchase Class A Common Stock (right to buy)	$0.01	2026-07-19	Class A Common Stock (1077024)		Direct

Footnotes

F1: Includes 9,985,264 shares owned directly by Stellantis and 7,500,000 shares owned directly by FCA Italy S.p.A.

F2: The warrant becomes exercisable in 3 separate tranches upon either (i) performance by Stellantis of undertakings set forth in the Manufacturing Collaboration Agreement, dated as of Jan 3, 2023, between Issuer and Stellantis (the "Agreement") or (ii) the VWAP for the Class A Common Stock exceeds certain specified amounts. The warrant is immediately exercisable on (i) Automotive OEM Change of Control (as defined in the Agreement) upon expiration of Stellantis' right to terminate the Collaboration Agreement or (ii) a Liquidation Event (as defined in the Agreement) if Agreement is not terminated by Issuer or Stellantis prior to such Liquidation Event. The warrant shall be exercisable with respect to Class A Common Stock that have become vested in accordance with the terms of the warrant, at any time, on or before the earliest of (i) immediately prior to a Liquidation Event, and (ii) Jan 3, 2028.

F3: Under a warrant dated November 6, 2020, FCA US is entitled to purchase up to 1,671,202 shares of Class A Common Stock at an exercise price of $0.01 per share. Such warrant has become fully exercisable in accordance with its terms, and expires on November 6, 2025. This warrant is owned directly by FCA US.

F4: Under a warrant dated July 19, 2021, FCA Italy is entitled to purchase up to 1,077,024 shares of Class A Common Stock at an exercise price of $0.01 per share. Such warrant has become fully exercisable in accordance with its terms, and expires on or before the earliest of (i) July 19, 2026 and (ii) immediately prior to the closing of a Liquidation Event. This warrant is owned directly by FCA Italy.