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). | |||||||||||||||||
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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Serve Robotics Inc. /DE/ [ SERV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/25/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/25/2024 | S | 6,462(1) | D | $8.64 | 3,357,738 | D | |||
Common Stock | 11/25/2024 | S | 2,500(2) | D | $9.17 | 3,355,238 | D | |||
Common Stock | 11/25/2024 | M | 6,861 | A | $0.9446 | 3,362,099 | D | |||
Common Stock | 11/25/2024 | S | 757(3) | D | $8.575 | 3,361,342 | D | |||
Common Stock | 11/26/2024 | S | 5,000(2) | D | $8.64 | 3,356,342 | D | |||
Common Stock | 16,070 | I | By Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $0.9446 | 11/25/2024 | M | 6,861 | (4) | 06/06/2028 | Common Stock | 6,861 | (5) | 12,512 | D |
Explanation of Responses: |
1. Represents shares of the Issuer's common stock sold to satisfy tax withholding obligations relating to the acquisition of shares of the Issuer's common stock in connection with the settlement of the vested portion of RSUs. Such sale was executed pursuant to provisions of a restricted stock unit agreement by and between the Issuer and the Reporting Person. |
2. Sale effected pursuant to a Rule 10b5-1 sales plan, adopted by the Reporting Person on August 19, 2024. |
3. Represents shares of the Issuer's common stock sold to satisfy tax withholding obligations relating to the acquisition of shares of the Issuer's common stock incurred upon the above-reported exercise of options. |
4. The stock option vested as to 1/48 of the total number of shares on June 1, 2023, and an additional 1/48 of the total number of shares will vest on each monthly anniversary thereafter, until such time as the stock option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date. |
5. Received in connection with the Issuer's merger with Serve Robotics Inc. ("Legacy Serve") in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of July 31, 2023, by and among the Issuer (f/k/a Patricia Acquisition Corp.), Serve Acquisition Corp. and Legacy Serve in exchange for options to acquire 24,112 shares of Legacy Serve common stock for $0.76 per share. |
/s/ Ali Kashani | 11/27/2024 | |
** 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). | ||
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 Number. |