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 * Goldstein Adam D 2. Issuer Name and Ticker or Trading Symbol Archer Aviation Inc. [ACHR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O ARCHER AVIATION INC., 190 WEST TASMAN DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 11/18/2024 (Street) SAN JOSE, CA 95134 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 Class A Common Stock 11/18/2024 C 5,002,306 A (1) 5,002,306 D Class A Common Stock 139,526 I By Capri Growth LLC(2)

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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
Performance Based Restricted Stock Units	(3)	11/18/2024		M			5,002,306	(4)	(5)	Class B Common Stock	5,002,306	$ 0	10,004,612	D
Class B Common Stock	(1)	11/18/2024		M		5,002,306		(1)	(6)	Class A Common Stock	5,002,306	$ 0 (1)	11,463,959	D
Class B Common Stock	(1)	11/18/2024		C			5,002,306	(1)	(6)	Class A Common Stock	5,002,306	$ 0 (1)	6,461,653	D
Class B Common Stock	(1)							(1)	(6)	Class A Common Stock	27,756,278		27,756,278	I	By Capri Growth LLC(2)

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Goldstein Adam D C/O ARCHER AVIATION INC. 190 WEST TASMAN DRIVE SAN JOSE, CA 95134	X	X	Chief Executive Officer

Signatures

/s/ Eric Lentell, Attorney-in-Fact for Adam D. Goldstein	11/18/2024
**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)	Each share of Class B Common Stock is convertible into one share of the issuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value.
(2)	The shares are directly held by Capri Growth LLC, of which the reporting person is the sole managing member.
(3)	Each performance-based restricted stock unit represents a contingent right to receive one share of the issuer's Class B Common Stock upon the achievement of certain performance criteria and pursuant to the terms of the reporting person's agreement with the issuer.
(4)	On September 16, 2021, the reporting person was granted a performance-based restricted stock unit award consisting of 20,009,224 restricted stock units (the "Founder PRSU Award"). Pursuant to the reporting person's agreement with the issuer, the Founder PRSU Award may vest in four equal tranches, with the vesting and settlement of each tranche being contingent upon both the achievement of pre-determined performance milestones and the reporting person establishing a mutually acceptable arrangement to satisfy tax liabilities associated with the settlement thereof. The reported transaction represents the vesting and settlement of the second tranche of the Founder PRSU Award upon the satisfaction of both the aforementioned requirements.
(5)	The remaining tranches of the Founder PRSU Award may expire if the relevant performance criteria are not achieved by September 16, 2028.
(6)	A holder's shares of Class B Common Stock convert automatically upon certain transfers and are subject to mandatory conversion into Class A Common Stock upon the occurrence of certain events described in the issuer's Amended and Restated Certificate of Incorporation.

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