05/29/2026 | Press release | Distributed by Public on 05/29/2026 14:03
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FORM 4
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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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| 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) | ||
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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 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward sale contract (obligation to sell) | (1)(2)(3) | 05/28/2026 | J/K(1)(2)(3) | 500,000 | (1)(2)(3) | (1)(2)(3) | Common Stock | 500,000 | (1)(2)(3) | 1,089,141 | D(4) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Evans Allan Thomas 5728 MAJOR BLVD STE #250 ORLANDO, FL 32819 |
X | Chief Executive Officer | ||
| /s/ Allan Evans | 05/29/2026 | |
| **Signature of Reporting Person | Date |
| * | 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 May 28, 2026, the reporting person entered into a prepaid variable forward sale contract with an unaffiliated third party buyer. The contract obligates the reporting person to deliver to the buyer up to 500,000 shares of Unusual Machines, Inc. common stock on the settlement date following the valuation date ofMay 28 2027 (or, at the reporting person's election, an equivalent amount of cash based on the market price of Unusual Machines, Inc. common stock on the valuation date). In exchange for assuming this obligation, the reporting person received a cash payment of $11,058,950 as of the date of entering into the contract. The reporting person pledged 500,000 shares of Unusual Machines, Inc. common stock (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. |
| (2) | cont from FN 1 - The number of shares of Unusual Machines, Inc. common stock to be delivered to the buyer on the settlement date in respect of the valuation date is to be determined as follows:(a) if the per-share volume weighted average price of Unusual Machines, Inc. common stock on the valuation date (the "Settlement Price") is less than or equal to $23.0812 (the "Floor Price"), the reporting person will deliver to the buyer 500,000 shares (such number of shares, the "Number of Shares"); (b) if the Settlement Price is between the Floor Price and $41.5461 (the "Cap Price"), the reporting person will deliver to the buyer a number of shares of Unusual Machines, Inc. common stock equal to the Number of Shares multiplied by a fraction, |
| (3) | cont from FN 2 - the numerator of which is the Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the purchaser a number of shares of Unusual Machine common stock equal to the product of (i) the Number of Shares and (ii) a fraction (a) the numerator of which is the sum of (x) the Floor Price and (y) the Settlement Price minus the Cap Price, and (b) the denominator of which is the Settlement Price. |
| (4) | The Common Stock was granted to 8 Consulting LLC. The reporting person is the sole owner and holds voting and dispositive control of 8 Consulting LLC. Prior to entering into the prepaid variable forward sale contract the Common Stock was transferred from 8 Consulting LLC to the reporting person. |