Beyond Air Inc.

11/26/2024 | Press release | Distributed by Public on 11/26/2024 20:58

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Gaul Michael A.
2. Issuer Name and Ticker or Trading Symbol
Beyond Air, Inc. [XAIR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
C/O BEYOND AIR, INC., 900 STEWART AVENUE, SUITE 301 		3. Date of Earliest Transaction (Month/Day/Year)
11/22/2024
(Street)
GARDEN CITY, NY 11530 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 Options (Right to buy) $1.53 11/22/2024 D(1) 350,000 (2) (2) Common Stock 350,000 (1) 0 D
Stock Options (Right to buy) $0.54 11/22/2024 A(1) 350,000 (2) (2) Common Stock 350,000 (1) 350,000 D
Stock Options (Right to buy) $6.28 11/22/2024 D(1) 170,000 (2) (2) Common Stock 170,000 (1) 0 D
Stock Options (Right to buy) $0.54 11/22/2024 A(1) 170,000 (2) (2) Common Stock 170,000 (1) 170,000 D
Stock Options (Right to buy) $6.87 11/22/2024 D(1) 70,000 (2) (2) Common Stock 70,000 (1) 0 D
Stock Options (Right to buy) $0.54 11/22/2024 A(1) 70,000 (2) (2) Common Stock 70,000 (1) 70,000 D
Stock Options (Right to buy) $5.45 11/22/2024 D(1) 25,000 (2) (2) Common Stock 25,000 (1) 0 D
Stock Options (Right to buy) $0.54 11/22/2024 A(1) 25,000 (2) (2) Common Stock 25,000 (1) 25,000 D
Stock Options (Right to buy) $5.32 11/22/2024 D(1) 10,000 (2) (2) Common Stock 10,000 (1) 0 D
Stock Options (Right to buy) $0.54 11/22/2024 A(1) 10,000 (2) (2) Common Stock 10,000 (1) 10,000 D
Stock Options (Right to buy) $5.32 11/22/2024 D(1) 40,000 (2) (2) Common Stock 40,000 (1) 0 D
Stock Options (Right to buy) $0.54 11/22/2024 A(1) 40,000 (2) (2) Common Stock 40,000 (1) 40,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gaul Michael A.
C/O BEYOND AIR, INC.
900 STEWART AVENUE, SUITE 301
GARDEN CITY, NY 11530 		Chief Operating Officer

Signatures

/s/ Michael A. Gaul 11/26/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On November 22, 2024, the Issuer's Board of Directors approved an option repricing, effective as of November 22, 2024 (the "Effective Date") reducing the exercise price to $0.54 per share, the closing price of the Issuer's common stock on the Effective Date. All of the other terms of the options remain unchanged.
(2) This stock option award was issued pursuant to the Company's Amended and Restated 2013 Equity Incentive Plan, as amended, (the "|2013 Plan") and becomes exercisable in accordance with the vesting schedule specified in the award agreement and as previously reported on applicable Form-4, subject to the Reporting Person's continued service with the Issuer as of the applicable vesting date.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.