ACHR

SEC source: 0001209191-21-057864 · doc4a.xml · derivative · entry 3

Goldstein Adam D · CIK 0001882604 · Director · Co-Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 27,756,278

Underlying: Class A Common Stock · 27,756,278 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.

F2 · kind: On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.

F2 · derivative.exercise_date: On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.

F2 · derivative.expiration_date: On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.

F1 · ownership.nature: The shares are held by Capri Growth LLC. The Reporting Person is a managing member of Capri Growth LLC and has voting and dispositive power over the shares held by Capri Growth LLC.

SEC source: 0001209191-21-057864 · doc4a.xml · derivative · entry 2

Goldstein Adam D · CIK 0001882604 · Director · Co-Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 9,161,653

Underlying: Class A Common Stock · 9,161,653 shares

Expires not disclosed

F2 · derivative.exercise_price: On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.

F2 · kind: On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.

F3 · kind: Prior to the Merger, the Reporting Person was granted restricted stock units (the "Founder Grant"), which, as a result of the Merger, are convertible into 20,009,224 shares of Class B Common Stock. Twenty-five percent of the shares subject to the Founder Grant vest upon the achievement of the earliest to occur of (i) the achievement of certain milestones relating to the Issuer's stock price or (ii) the achievement of certain performance-based milestones, in each case over the seven year period following September 16, 2021. 25% of the Founder Grant vested and 5,002,306 shares of Class B Common Stock were issued to the Reporting Person.

F2 · derivative.exercise_date: On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.

F2 · derivative.expiration_date: On September 16, 2021, pursuant to that certain Business Combination Agreement, as amended and restated on July 29, 2021, by and among the Issuer, Artemis Acquisition Sub Inc. ("Merger Sub") and Archer Aviation Inc. ("Legacy Archer"), Merger Sub merged with and into Legacy Archer with Legacy Archer surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Legacy Archer was canceled and converted into approximately 1.00656519 shares of Class B common stock of the Issuer.

SEC source: 0001209191-21-057864 · doc4a.xml · nonDerivative · entry 1

Goldstein Adam D · CIK 0001882604 · Director · Co-Chief Executive Officer · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 100,000

F1 · ownership.nature: The shares are held by Capri Growth LLC. The Reporting Person is a managing member of Capri Growth LLC and has voting and dispositive power over the shares held by Capri Growth LLC.

SEC source: 0001213900-20-042641 · ownership.xml · derivative · entry 1

MOELIS KENNETH · CIK 0001604686 · Director · 10% owner

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 12,500,000

Underlying: Class A Common Stock · 1,875,000 shares

Expires not disclosed

F1 · derivative.exercise_price: As described in the registrant's registration statement on Form S-1 (File No. 333-249289) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the registrant's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

F2 · kind: As contemplated in connection with the initial public offering of the registrant, 1,875,000 shares of Class B common stock were returned by Atlas Crest Investment LLC (the "Sponsor") to the registrant for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.

F1 · derivative.exercise_date: As described in the registrant's registration statement on Form S-1 (File No. 333-249289) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the registrant's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

F1 · derivative.expiration_date: As described in the registrant's registration statement on Form S-1 (File No. 333-249289) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the registrant's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

F3 · ownership.nature: These shares represent the Class B common stock held by the Sponsor acquired pursuant to a subscription agreement by and between the Sponsor and the registrant. Kenneth Moelis, Chairman of Atlas Crest Investment Corp., is the sole managing member of the Sponsor and has voting and investment discretion with respect to the common stock held of record by the Sponsor. As such, Mr. Moelis may be deemed to beneficially own of the shares of Class B common stock held directly by the Sponsor. Mr. Moelis may disclaim any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

SEC source: 0001213900-20-042642 · ownership.xml · derivative · entry 1

Atlas Crest Investment LLC · CIK 0001829961 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,500,000

Underlying: Class A Common Stock · 1,875,000 shares

Expires not disclosed

F1 · derivative.exercise_price: As described in the registrant's registration statement on Form S-1 (File No. 333-249289) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the registrant's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

F2 · kind: As contemplated in connection with the initial public offering of the registrant, 1,875,000 shares of Class B common stock were returned by the Reporting Person to the registrant for no consideration and cancelled because the underwriters' over-allotment option was not exercised in full.

F1 · derivative.exercise_date: As described in the registrant's registration statement on Form S-1 (File No. 333-249289) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the registrant's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

F1 · derivative.expiration_date: As described in the registrant's registration statement on Form S-1 (File No. 333-249289) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B common stock, par value $0.0001 per share, will automatically convert into shares of Class A common stock, par value $0.0001 per share, at the time of the registrant's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.