Ownership Submission
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FORM 4
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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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Spence John Yogi
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2. Issuer Name and Ticker or Trading Symbol
Montana Technologies Corp. [AIRJ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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321 NORTH CLARK STREET, , SUITE 2440
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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CHICAGO
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IL
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60654
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Spence John Yogi
321 NORTH CLARK STREET,
SUITE 2440
CHICAGO, IL60654
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X
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Signatures
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/s/ John Yogi Spence
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2024-10-21
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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Reflects a pro-rata distribution in-kind by XMS XPDI Sponsor II Holdings LLC ("XMS XPDI Holdings") to its members for no consideration (the "Distribution").
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(2)
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Represent securities acquired in the Distribution.
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(3)
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The reported securities include 163,031 shares subject to vesting pursuant to that certain Sponsor Support Agreement, dated as of June 5, 2023 (the "Sponsor Support Agreement").
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(4)
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The reported securities include 33,542 shares subject to vesting pursuant to the Sponsor Support Agreement.
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(5)
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Theodore J. Brombach and John Yogi Spence are the managing members of XMS XPDI Holdings. Accordingly, all of the shares held by XMS XPDI Holdings may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.
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(6)
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Theodore J. Brombach and John Yogi Spence are each 50% owners and the managing members of XMS Holdings LLC. As a result, all of the shares held by XMS Holdings LLC may be deemed to be beneficially owned by each of the foregoing individuals. Each such person disclaims beneficial ownership of these securities, except to the extent, if any, of their pecuniary interest therein.
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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.
