Statement of Changes in Beneficial Ownership (4)
03 Abril 2023 - 5:18PM
Edgar (US Regulatory)
FORM 4
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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).
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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
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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
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1. Name and Address of Reporting Person
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Avniel Amir |
2. Issuer Name and Ticker or Trading Symbol
Beyond Air, Inc.
[
XAIR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Business Officer |
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(Last)
(First)
(Middle)
900 STEWART AVENUE, SUITE 301 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/29/2023 |
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(Street)
GARDEN CITY, NY 11530 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/29/2023 | | A | | 240000 (1) | A | $0 | 697027 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Stock Option (right to buy) | $6.28 | 3/29/2023 | | A | | 80000 | | (2) | 3/28/2033 | Common Stock | 80000 | $0 | 80000 | D | |
| Explanation of Responses: |
| (1) | Represents grant of time-vested restricted stock units ("RSUs") under the Beyond Air, Inc. Fifth Amended and Restated 2013 Equity Incentive Plan. The award will vest as to 20% of the shares of common stock underlying the RSUs on December 15, 2023, with the remainder vesting in equal annual installments on December 15th of each of the four ensuing years thereafter until vested in full. |
| (2) | The option will vest as to 25% of the shares of common stock underlying the option on December 31, 2023, with the remainder vesting in equal annual installments on December 31 of each of the three ensuing years thereafter until vested in full. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Avniel Amir
900 STEWART AVENUE, SUITE 301
GARDEN CITY, NY 11530 | X |
| Chief Business Officer |
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Signatures
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| /s/ Amir Avniel | | 4/3/2023 |
| **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 control number. |
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