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Power & Digital Infrastructure Acquisition II Corp
Date Filed :
Oct 21, 2024
View Exhibits
SEC FORM 4
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
X
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
*
Brombach Theodore J
(Last)
(First)
(Middle)
321 NORTH CLARK STREET,
SUITE 2440
(Street)
CHICAGO
IL
60654
(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)
Director
X
10% Owner
Officer (give title below)
Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/17/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. 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
Class A Common Stock
10/17/2024
J
(1)
3,481,337
D
$
0
0
I
By XMS XPDI Sponsor II Holdings LLC
(5)
Class A Common Stock
10/17/2024
J
(2)
746,694
(3)
A
$
0
773,066
D
Class A Common Stock
10/17/2024
J
(2)
153,626
(4)
A
$
0
153,626
I
By XMS Holdings LLC
(6)
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
Private Placement Warrants
$
11.5
10/17/2024
J
(1)
2,725,000
04/13/2024
03/14/2029
Class A Common Stock
2,725,000
(1)
0
I
By XMS XPDI Sponsor II Holdings LLC
(5)
Private Placement Warrants
$
11.5
10/17/2024
J
(2)
584,470
04/13/2024
03/14/2029
Class A Common Stock
584,470
(2)
584,470
D
Private Placement Warrants
$
11.5
10/17/2024
J
(2)
120,250
04/13/2024
03/14/2029
Class A Common Stock
120,250
(2)
120,250
I
By XMS Holdings LLC
(6)
1. Name and Address of Reporting Person
*
Brombach Theodore J
(Last)
(First)
(Middle)
321 NORTH CLARK STREET,
SUITE 2440
(Street)
CHICAGO
IL
60654
(City)
(State)
(Zip)
Relationship of Reporting Person(s) to Issuer
Director
X
10% Owner
Officer (give title below)
Other (specify below)
1. Name and Address of Reporting Person
*
XMS XPDI Sponsor II Holdings LLC
(Last)
(First)
(Middle)
321 NORTH CLARK STREET,
SUITE 2440
(Street)
CHICAGO
IL
60654
(City)
(State)
(Zip)
Relationship of Reporting Person(s) to Issuer
Director
X
10% Owner
Officer (give title below)
Other (specify below)
Explanation of Responses:
1. Reflects a pro-rata distribution in-kind by XMS XPDI Sponsor II Holdings LLC to its members for no consideration (the "Distribution").
2. Represent securities acquired in the Distribution.
3. The reported securities include 163,031 shares subject to vesting pursuant to that certain Sponsor Support Agreement, dated as of June 5, 2023 (the "Sponsor Support Agreement").
4. The reported securities include 33,542 shares subject to vesting pursuant to the Sponsor Support Agreement.
5. Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Sponsor II Holdings LLC. Accordingly, all of the shares held by XMS XPDI Sponsor II Holdings LLC may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.
6. Theodore J. Brombach and John Yogi Spence are each 50% owners and the managing members of XMS Holdings LLC. As a result, all of the shares held by XMS Holdings LLC may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.
/s/ See signatures included in Exhibit 99.1
10/21/2024
** 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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