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

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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^*

Embraer Aircraft Holding, Inc.

(Last)

(First)

(Middle)

276 SOUTHWEST 34TH STREET

(Street)

FORT LAUDERDALE

33315

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Eve Holding, Inc. [ EVEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/04/2024		A⁽¹⁾		7,500,000	A	$4	246,399,589	D⁽²⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Private Placement Warrants	$0.01	09/04/2024		A⁽³⁾		1,500,000		⁽⁴⁾	⁽⁴⁾	Common stock	1,500,000	$0	1,500,000	D⁽²⁾

1. Name and Address of Reporting Person^*

Embraer Aircraft Holding, Inc.

(Last)

(First)

(Middle)

276 SOUTHWEST 34TH STREET

(Street)

FORT LAUDERDALE

33315

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

EMBRAER S.A.

(Last)

(First)

(Middle)

AV DRA. RUTH CARDOSO 8501, 30TH FLOOR

(Street)

SAO PAULO

05425-070

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Shares acquired from Eve Holding, Inc. pursuant to a subscription agreement, dated as of June 28, 2024, between Embraer Aircraft Holding, Inc. and Eve Holding, Inc.

2. Embraer Aircraft Holding, Inc. is controlled by Embraer S.A.

3. Warrants issued by Eve Holding, Inc. pursuant to a warrant agreement, dated as of June 28, 2024, between Embraer Aircraft Holding, Inc. and Eve Holding, Inc.

4. Upon receipt of the first type certification for the Company's eVTOL in compliance with by the applicable airworthiness authority, warrantholder will be entitled to purchase from the Company up to 2,500,000 shares of Common Stock sat the price of $0.01 per share. Each warrant may be exercised only during the period commencing on the tenth business day after the date on which such first type certification is obtained, and terminating on the earlier to occur of: (a) 5:00 p.m., New York City time, on the date that is one (1) year after the date on which such first type certification is obtained; and (b) the liquidation of the Company.

	Gary Kretz, Officer	09/05/2024
	Antonio Carlos Garcia, Executive Vice President, Finance & Investor Relations	09/05/2024
	** 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).
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