01/29/2026 | Press release | Distributed by Public on 01/29/2026 18:09
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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 | ||||||||
| Series A Convertible Senior Preferred Stock | (2) | 01/21/2026 | C | 20,000,000 | (2) | (2) | Common Stock | 3,250,322 | (2) | 0 | I | See footnote(3) | |||
| Warrant Shares | (4) | 01/21/2026 | P | 7,800,000 | (4) | (4) | Common Stock | 7,800,000 | (4) | 7,800,000 | I | See footnote(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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KHOSLA VINOD 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
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| /s/ John J. Demeter, as attorney in fact for Vinod Khosla | 01/29/2026 | |
| **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) | Represents shares of common stock of the Issuer following the conversion of 20,000,000 shares of the Issuer's preferred stock designated as "Series A Convertible Senior Preferred Stock," par value of $0.0001 per share ("Preferred Stock"). Pursuant to the Second Amended & Restated Certificate of Designation of Series A Preferred Stock of LanzaTech Global, Inc. (the "Second A&R COD"), these shares of Preferred Stock were automatically converted into the aggregate of 3,250,322 fully paid and non-assessable shares of the Issuer's common stock, par value $0.0000001 (the "Common Stock") on January 21, 2026. This further reflects the effect of a 1-for-100 reverse stock split implemented by the Company on August 18, 2025. |
| (2) | Represents 20,000,000 shares of the Issuer's Preferred Stock, purchased for an aggregate purchase price of $40,000,000. These shares of Preferred Stock were automatically converted into the aggregate of 3,250,322 shares of the Issuer's Common Stock pursuant to the Second A&R COD on January 21, 2026. |
| (3) | Consists of securities held of record by an entity owned or controlled by the Reporting Person. The Reporting Person may be deemed to possess voting and investment control over such securities held by such entities, and the Reporting Person may be deemed to have indirect beneficial ownership of such securities held by such entity. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
| (4) | Reflects the issuance of a warrant (the "Warrant") to purchase 7,800,000 shares of Common Stock at an exercise price equal to $0.0000001 per share (the "Warrant Shares"), which is exercisable at any time prior to 5:00 p.m. New York City time on December 31, 2026 (the "Expiration Time") and will be automatically exercised on a cashless, net-exercise basis immediately prior to the Expiration Time. The Warrant was issued pursuant to that certain Series A Convertible Senior Preferred Stock Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement") entered into between the Company and LanzaTech Global SPV, LLC on May 7, 2025. |