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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GARAGIC DENIS
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2. Issuer Name and Ticker or Trading Symbol
Palladyne AI Corp. [PDYN]
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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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CHIEF TECHNOLOGY OFFICER /
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(Last)
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(First)
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(Middle)
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C/O PALLADYNE AI CORP. , 650 SOUTH 500 WEST, SUITE 150
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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SALT LAKE CITY
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UT
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84101
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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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GARAGIC DENIS
C/O PALLADYNE AI CORP.
650 SOUTH 500 WEST, SUITE 150
SALT LAKE CITY, UT84101
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CHIEF TECHNOLOGY OFFICER
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Signatures
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/s/ Stephen Sonne, attorney-in-fact on behalf of Denis Garagic
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2024-04-19
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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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This option award was granted on May 29, 2020 and was previously reported as covering 128,230 shares at an exercise price of $1.24 per share, but was adjusted to reflect a 1-for-6 reverse stock split that occurred on July 5, 2023.
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(2)
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One-third (1/3) of the shares subject to the Option vested on May 29, 2021 and one-thirty-sixth (1/36) of the shares have vested or will vest each month thereafter.
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(3)
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Outstanding options were amended to reduce the exercise price and revise the vesting terms. This amendment was approved by the compensation committee of the Issuer's board of directors and is intended to be exempt pursuant to Rule 16b-3 of the Exchange Act.
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(4)
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This option award was granted on May 20, 2022 and was previously reported as covering 85,220 shares at an exercise price of $4.09 per share, but was adjusted to reflect a 1-for-6 reverse stock split that occurred on July 5, 2023.
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(5)
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25% of the shares subject to the Option vested on May 20, 2023, and then 1/12 of the shares subject to the Option vest on each Quarterly Vesting Date thereafter, subject to the Reporting Person's continued service to the Issuer through such date.
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(6)
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This option award was granted on May 29, 2023 and was previously reported as covering 410,914 shares at an exercise price of $0.47 per share, but was adjusted to reflect a 1-for-6 reverse stock split that occurred on July 5, 2023.
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(7)
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The option is fully unvested as of the amendment. 25% of the shares subject to the option will vest on March 29, 2025, and then 1/12 of the shares subject to the option vest on each quarterly vesting date thereafter, subject to the Reporting Person's continued service to the Issuer through such date.
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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.
