0000899243-22-017250.txt : 20220509
0000899243-22-017250.hdr.sgml : 20220509
20220509160621
ACCESSION NUMBER: 0000899243-22-017250
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220509
FILED AS OF DATE: 20220509
DATE AS OF CHANGE: 20220509
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rosen Steven H
CENTRAL INDEX KEY: 0001535144
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39704
FILM NUMBER: 22904881
MAIL ADDRESS:
STREET 1: 6065 PARKLAND BOULEVARD
CITY: MAYFIELD HEIGHTS
STATE: OH
ZIP: 44124
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Zanite Sponsor LLC
CENTRAL INDEX KEY: 0001827071
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39704
FILM NUMBER: 22904882
BUSINESS ADDRESS:
STREET 1: 25101 CHAGRIN BOULEVARD 350
CITY: BEACHWOOD
STATE: OH
ZIP: 44122
BUSINESS PHONE: (216) 292-0200
MAIL ADDRESS:
STREET 1: 25101 CHAGRIN BOULEVARD 350
CITY: BEACHWOOD
STATE: OH
ZIP: 44122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ricci Kenneth
CENTRAL INDEX KEY: 0001826680
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39704
FILM NUMBER: 22904879
MAIL ADDRESS:
STREET 1: 25101 CHAGRIN BOULEVARD 350
CITY: BEACHWOOD
STATE: OH
ZIP: 44122
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Eve Holding, Inc.
CENTRAL INDEX KEY: 0001823652
STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT [3721]
IRS NUMBER: 852549808
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1400 GENERAL AVIATION DRIVE
CITY: MELBOURNE
STATE: FL
ZIP: 32935
BUSINESS PHONE: (321) 751-5050
MAIL ADDRESS:
STREET 1: 1400 GENERAL AVIATION DRIVE
CITY: MELBOURNE
STATE: FL
ZIP: 32935
FORMER COMPANY:
FORMER CONFORMED NAME: Zanite Acquisition Corp.
DATE OF NAME CHANGE: 20200903
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-05-09
1
0001823652
Eve Holding, Inc.
ZNTE
0001827071
Zanite Sponsor LLC
25101 CHAGRIN BOULEVARD, SUITE 350
CLEVELAND
OH
44122
1
0
1
1
See Remarks
0001535144
Rosen Steven H
25101 CHAGRIN BOULEVARD, SUITE 350
CLEVELAND
OH
44122
0
0
1
0
0001826680
Ricci Kenneth
355 RICHMOND ROAD
CLEVELAND
OH
44143
1
0
1
0
Common Stock
2022-05-09
4
M
0
5050000
A
5050000
D
Common Stock
2022-05-09
4
A
0
2500000
10.00
A
7550000
D
Common Stock
2022-05-09
4
J
0
7550000
D
0
D
Class B Common Stock
2022-05-09
4
M
0
5050000
0.00
D
Common Stock
5050000
0
D
Private Placement Warrants
11.50
2022-05-09
4
A
0
14250000
1.00
A
2022-06-09
2027-05-09
Common Stock
14250000
14250000
D
Private Placement Warrants
11.50
2022-05-09
4
J
0
14250000
D
2022-06-09
2027-05-09
Common Stock
14250000
0
D
In connection with the closing (the "Closing") of the business combination (the "Business Combination") among the Issuer (which was formerly known as Zanite Acquisition Corp.) Embraer S.A., a Brazilian corporation (sociedade anonima) ("Embraer"), EVE UAM, LLC, a Delaware limited liability company ("Eve"), and Embraer Aircraft Holding, Inc., a Delaware corporation ("EAH"), among other things, (i) each of the issued and outstanding shares of Class B common stock of the Issuer converted into shares of Class A common stock of the Issuer on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-249618) and (ii)
(Continued from Footnote 1), each of the issued and outstanding shares of Class A common stock of the Issuer converted into shares of common stock of the Issuer on a one-for-one basis pursuant to the Issuer's second amended and restated certificate of incorporation filed with the Secretary of State of the state of Delaware on the date of the Closing in connection with the Business Combination.
Zanite Sponsor LLC (the "Sponsor") is the record holder of the securities reported herein. Mr. Rosen and Mr. Ricci are the managing members of the Sponsor and share voting and investment discretion with respect to the securities held of record by the Sponsor.
Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
In connection with the Closing of the Business Combination, the Sponsor purchased 2,500,000 shares of common stock from the Issuer in a private placement transaction.
Such dispositions reflect the pro rata distribution by the Sponsor of all of its securities to its members for no consideration pursuant to the Sponsor's limited liability company agreement in connection with a liquidation of the assets of the Sponsor.
The private placement warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. Each private placement warrant is exercisable for one share of common stock at an exercise price of $11.50 per share, subject to certain adjustments. The private placement warrants may be exercised commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. The private placement warrants consist of (i) 9,650,000 private placement warrants purchased by the Sponsor in a private placement from the Issuer simultaneously with the consummation of the Issuer's initial public offering, (ii)
(Continued from Footnote 6), 2,300,000 private placement warrants purchased by the Sponsor in a private placement from the Issuer on May 18, 2021 and (iii) 2,300,000 private placement warrants purchased by the Sponsor in a private placement from the Issuer on November 16, 2021.
Prior to the Closing, the Sponsor was a Director by Deputization. As a result of and immediately following the Closing, including the pro rata distribution of all of its securities to its members, the Sponsor is no longer a Director by Deputization or 10% Owner, Mr. Rosen is no longer a 10% Owner, Director or Officer, and Mr. Ricci is no longer a 10% Owner or Officer. Therefore, the Sponsor and Mr. Rosen are no longer subject to Section 16 of the Securities Exchange Act of 1934 ("Section 16"). Kenneth Ricci continues to be subject to Section 16 and intends to report his pecuniary interest in the 4,050,120 shares of Common Stock and the 5,810,942 private placement warrants received by Directional Zanite, LLC, which is controlled by Mr. Ricci, in the distribution (the acquisition of which is exempt from reporting under Rule 16a-13) in his future Section 16 reports.
/s/ Daniel Nussen, Attorney-in-Fact for Zanite Sponsor LLC
2022-05-09
/s/ Daniel Nussen, Attorney-in-Fact for Steven H. Rosen
2022-05-09
/s/ Daniel Nussen, Attorney-in-Fact for Kenneth C. Ricci
2022-05-09