FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Zanite Sponsor LLC 2. Issuer Name and Ticker or Trading Symbol Eve Holding, Inc. [ ZNTE ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    __X__ Other (specify below)
See Remarks
(Last)          (First)          (Middle)
25101 CHAGRIN BOULEVARD, SUITE 350
3. Date of Earliest Transaction (MM/DD/YYYY)
5/9/2022
(Street)
CLEVELAND, OH 44122
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  5/9/2022    M(1)(2)    5050000  A  (1)(2) 5050000  D (3)(4)  
Common Stock  5/9/2022    A(5)    2500000  A $10.00  7550000  D (3)(4)  
Common Stock  5/9/2022    J(6)    7550000  D  (6) 0  D (3)(4)  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock   (1)(2) 5/9/2022    M (1)(2)       5050000    (1)(2)  (1)(2) Common Stock  5050000  $0.00  0  D (3)(4)  
Private Placement Warrants  $11.50  5/9/2022    A (7)(8)    14250000      6/9/2022  5/9/2027  Common Stock  14250000  $1.00  14250000  D (3)(4)  
Private Placement Warrants  $11.50  5/9/2022    J (6)       14250000   6/9/2022  5/9/2027  Common Stock  14250000   (6) 0  D (3)(4)  

Explanation of Responses:
(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.

Reporting Owners
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


Signatures
/s/ Daniel Nussen, Attorney-in-Fact for Zanite Sponsor LLC 5/9/2022
**Signature of Reporting Person Date
/s/ Daniel Nussen, Attorney-in-Fact for Steven H. Rosen 5/9/2022
**Signature of Reporting Person Date
/s/ Daniel Nussen, Attorney-in-Fact for Kenneth C. Ricci 5/9/2022
**Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Zanite Acquisition (NASDAQ:ZNTE)
Historical Stock Chart
From Jun 2022 to Jul 2022 Click Here for more Zanite Acquisition Charts.
Zanite Acquisition (NASDAQ:ZNTE)
Historical Stock Chart
From Jul 2021 to Jul 2022 Click Here for more Zanite Acquisition Charts.