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* Goldstein Adam D (Last) (First) (Middle) C/O ARCHER AVIATION INC. 190 WEST TASMAN DRIVE (Street) SAN JOSE CA 95134 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Archer Aviation Inc. [ ACHR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/18/2024
	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
Deferred Restricted Stock Units	(1)	12/18/2024		A		750,000		(2)(3)	(4)	Class A Common Stock	750,000	$0	750,000	D

Explanation of Responses:

1. Each deferred restricted stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock, subject to the reporting person's continued service to the Issuer as of the applicable Vesting Date (defined below).

2. The award shall time-vest as to 3/8 (i.e., 281,250 restricted stock units) of the total award on the date of the Issuer's 2025 annual shareholder meeting, and thereafter shall time-vest as to 1/16 of the total award quarterly on each of August 15th, November 15th, March 1st, and May 15th. Once time-vested, the restricted stock units will be settled for shares of the Issuer's Class A Common Stock during calendar year 2029 on a date to be determined by the Issuer.

3. (Continued from footnote (2)) Notwithstanding the aforementioned deferral period, once vested, deferred stock units will automatically settle earlier upon the earliest to occur of: (i) the reporting person's death, disability, or separation from service with the Issuer, (ii) a Change in Control (as defined under the Issuer's 2021 Amended and Restated Equity Incentive Plan) or (iii) the occurrence of an "unforeseeable emergency" (as defined under Section 409A of the Internal Revenue Code). The events described in subclauses (i), (ii), and (iii) of the preceding sentence are referred to herein as the "Extraordinary Settlement Events." If an Extraordinary Settlement Event occurs before the applicable vesting date, then settlement will occur instead on the applicable vesting date.

4. The deferred restricted stock units do not expire. They either will vest on the applicable vesting date or be cancelled prior thereto if the reporting person ceases to provide services to the Issuer.

	/s/ Eric Lentell, Attorney-in-Fact for Adam D. Goldstein	12/20/2024
	** 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.
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 Number.

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