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EILERS PATRICK C

Date Filed : Mar 19, 2024

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SEC FORM 4SEC Form 4
FORM 4UNITED 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
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OMB Number:3235-0287
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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*
EILERS PATRICK C
(Last)(First)(Middle)
C/O MONTANA TECHNOLOGIES CORPORATION
34361 INNOVATION DRIVE
(Street)
RONANMT59864
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
Montana Technologies Corp. [ AIRJ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock03/14/2024M6,827,969A(1)6,827,969IBy XPDI Sponsor II LLC(2)
Class A Common Stock03/14/2024A6,292,647A$8.56,292,647IBy TEP Montana, LLC(3)
Class A Common Stock03/14/2024J(4)2,970,589D$0.003,322,058IBy TEP Montana, LLC(3)
Class A Common Stock03/14/2024A(5)658,252A(5)3,980,310IBy TEP Montana, LLC(3)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock(1)03/14/2024J(6)269,531 (1) (1)Class A Common Stock269,531(1)6,827,969IBy XPDI Sponsor II LLC(2)
Class B Common Stock(1)03/14/2024M6,827,969 (1) (1)Class A Common Stock6,827,969(1)0IBy XPDI Sponsor II LLC(2)
Explanation of Responses:
1. Upon the completion of the Business Combination, the shares of Class B Common Stock issued at the Issuer's (formerly, Power & Digital Infrastructure Acquisition II Corp.) initial public offering were automatically converted into shares of the Issuer's Class A Common Stock on a one-to-one basis.
2. XPDI Sponsor II LLC (the "Sponsor") is controlled by its managing members, Transition Equity Partners, LLC ("TEP") and XMS XPDI Sponsor II Holdings, LLC ("XMS XPDI Holdings"). Patrick C. Eilers and Theodore J. Brombach are the managing members of TEP and XMS XPDI Holdings, respectively. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by each of the foregoing individuals and entities. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.
3. The reporting person is the managing partner of the managing member of TEP Montana, LLC. As a result, he may be deemed to share beneficial ownership over the securities held by TEP Montana, LLC, but disclaims beneficial ownership of these securities, except to the extent, if any, of his pecuniary interest therein.
4. Reflects a pro-rata distribution in-kind to its members for no consideration.
5. Represents securities received as part of the Issuer's business combination, in connection with that certain Agreement and Plan of Merger, dated as of June 5, 2023 (the "Merger Agreement"), by and between the Issuer (formerly, Power & Digital Infrastructure Acquisition II Corp.), XPDB Merger Sub, LLC and Montana Technologies LLC ("Legacy Montana"), pursuant to which the common units of Legacy Montana automatically converted into newly issued shares of Class A Common Stock.
6. On March 14, 2024, the reporting person forfeited at no cost 269,531 shares of Class B common stock in connection with the Business Combination and certain transactions with the Anchor Investors, as described on Form S-4 (File No. 333-273821) under the heading "The Business Combination."
/s/ Jeff Gutke, Attorney-in-Fact for Patrick Eilers03/19/2024
** Signature of Reporting PersonDate
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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