Statement of Changes in Beneficial Ownership (4)
May 09 2022 - 04:07PM
Edgar (US Regulatory)
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
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(Street)
CLEVELAND, OH 44122
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
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/s/ Daniel Nussen, Attorney-in-Fact for Kenneth
C. Ricci |
|
5/9/2022 |
| **Signature of Reporting
Person |
Date |
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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. |
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