Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Lisi Steven A. (Last) (First) (Middle) C/O BEYOND AIR, INC. 900 STEWART AVENUE, SUITE 301 (Street) GARDEN CITY NY 11530 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Beyond Air, Inc. [ XAIR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) CEO and Chairman of the Board
	3. Date of Earliest Transaction (Month/Day/Year) 11/22/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Stock Options (Right to buy)	$1.53	11/22/2024		D(1)			950,000	(2)	(2)	Common Stock	950,000	(1)	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A(1)		950,000		(2)	(2)	Common Stock	950,000	(1)	950,000	D
Stock Options (Right to buy)	$6.28	11/22/2024		D(1)			800,000	(2)	(2)	Common Stock	800,000	(1)	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A(1)		800,000		(2)	(2)	Common Stock	800,000	(1)	800,000	D
Stock Options (Right to buy)	$6.87	11/22/2024		D(1)			280,000	(2)	(2)	Common Stock	280,000	(1)	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A(1)		280,000		(2)	(2)	Common Stock	280,000	(1)	280,000	D
Stock Options (Right to buy)	$5.45	11/22/2024		D(1)			200,000	(2)	(2)	Common Stock	200,000	(1)	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A(1)		200,000		(2)	(2)	Common Stock	200,000	(1)	200,000	D
Stock Options (Right to buy)	$5.32	11/22/2024		D(1)			70,000	(2)	(2)	Common Stock	70,000	(1)	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A(1)		70,000		(2)	(2)	Common Stock	70,000	(1)	70,000	D
Stock Options (Right to buy)	$4.8	11/22/2024		D(1)			250,000	(2)	(2)	Common Stock	250,000	(1)	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A(1)		250,000		(2)	(2)	Common Stock	250,000	(1)	250,000	D
Stock Options (Right to buy)	$4.25	11/22/2024		D(1)			400,000	(2)	(2)	Common Stock	400,000	(1)	0	D
Stock Options (Right to buy)	$0.54	11/22/2024		A(1)		400,000		(2)	(2)	Common Stock	400,000	(1)	400,000	D

Explanation of Responses:

1. On November 22, 2024, the Issuer's Board of Directors approved an option repricing, effective as of November 22, 2024 (the "Effective Date") reducing the exercise price to $0.54 per share, the closing price of the Issuer's common stock on the Effective Date. All of the other terms of the options remain unchanged.

2. This stock option award was issued pursuant to the Company's Amended and Restated 2013 Equity Incentive Plan, as amended, (the "|2013 Plan") and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.

	/s/ Steven A. Lisi	11/26/2024
	** 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.
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