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