10/26/2026 | Press release | Distributed by Public on 10/26/2026 19:32
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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 | ||||||||
| Stock Option (right to buy) | $0.62 | 10/22/2026 | A | 32,770 | 10/22/2026 | 04/11/2027 | Common Stock | 32,770 | (2) | 32,770 | D | ||||
| Stock Option (right to buy) | $1.13 | 10/22/2026 | A | 646,995 | (3) | 12/25/2028 | Common Stock | 646,995 | (2) | 646,995 | D | ||||
| Stock Option (right to buy) | $1.13 | 10/22/2026 | A | 24,221 | (5) | 03/31/2029 | Common Stock | 24,221 | (2) | 24,221 | D | ||||
| Stock Option (right to buy) | $1.46 | 10/22/2026 | A | 206,194 | (6) | 12/11/2029 | Common Stock | 206,194 | (2) | 206,194 | D | ||||
| Stock Option (right to buy) | $2.94 | 10/22/2026 | A | 27,070 | (7) | 10/23/2035 | Common Stock | 27,070 | (2) | 27,070 | D | ||||
| Stock Option (right to buy) | $3.24 | 10/22/2026 | A | 242,612 | 10/22/2026 | 09/30/2030 | Common Stock | 242,612 | (2) | 242,612 | D | ||||
| Stock Option (right to buy) | $3.24 | 10/22/2026 | A | 29,635 | (8) | 03/28/2031 | Common Stock | 29,635 | (2) | 29,635 | D | ||||
| Stock Option (right to buy) | $3.24 | 10/22/2026 | A | 85,487 | (4) | 03/29/2031 | Common Stock | 85,487 | (2) | 85,487 | D | ||||
| Stock Option (right to buy) | $3.24 | 10/22/2026 | A | 85,487 | (9) | 03/29/2031 | Common Stock | 85,487 | (2) | 85,487 | D | ||||
| Earnout-shares | (10) | 10/22/2026 | A | 11,733,192 | (10) | 10/22/2031 | Common Stock | 11,733,192 | (10) | 11,733,192 | D | ||||
| Performance Stock Units | (11) | 10/22/2026 | A | 635,423 | (11) | 10/22/2031 | Common Stock | 635,423 | (11) | 635,423 | D | ||||
| Performance Stock Units | (12)(13) | 10/22/2026 | A | 399,933 | (12)(13) | 10/22/2031 | Common Stock | 399,933 | (12)(13) | 399,933 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lichty Paul Robert C/O FORGE NANO HOLDINGS, INC. 12300 GRANT STREET, SUITE 110 THORNTON, CO 80241 |
X | X | Chief Executive Officer | |
| /s/ Michael Kleinberg, as Attorney-in-fact for Paul Lichty | 10/26/2026 | |
| **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) | Received as consideration for shares of common stock of Forge Nano, Inc. ("Forge Nano") in connection with the Issuer's business combination (the "Business Combination") pursuant to the Agreement and Plan of Merger dated April 20, 2026, by and among Archimedes Tech SPAC Partners II Co., the Issuer (f/k/a ATII Holdings Inc.), ATII Merger Sub Inc., ATII Merger Sub II, LLC and Forge Nano (the "Merger Agreement"). |
| (2) | Consists of stock options granted under the 2017 Equity Incentive Plan of Forge Nano that are exercisable for shares of the Issuer's common stock following the closing of the Business Combination. |
| (3) | These stock options vest in 48 monthly installments beginning on January 26, 2024, subject to the Reporting Person's continued service with the Issuer. |
| (4) | These stock options vest in 48 monthly installments beginning on April 30, 2026, subject to the Reporting Person's continued service with the Issuer. |
| (5) | 25% of these stock options vested on April 1, 2025, and the remaining 75% vested and will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer. |
| (6) | 25% of these stock options vested on December 12, 2025, and the remaining 75% vested and will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer. |
| (7) | 25% of these stock options vested on October 1, 2026, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer. |
| (8) | 25% of these stock options will vest on March 31, 2027, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer. |
| (9) | 25% of these stock options will vest on March 30, 2027, and the remaining 75% will vest in 36 substantially equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer. |
| (10) | Represents earn-out shares granted in connection with the Business Combination. The earn-out shares will vest as follows: (i) one third will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the earn-out shares will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the earn-out shares will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000. |
| (11) | Represents performance stock units, each representing a right to receive one share of common stock of the Issuer, granted to holders of Forge Nano stock options in connection with the Business Combination. The performance stock units will vest as follows: (i) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000. |
| (12) | Represents performance stock units, each representing a right to receive one share of common stock of the Issuer, granted to holders of Forge Nano stock options in connection with the Business Combination. The performance stock units will vest as follows, subject to the Reporting Person's continued service with the Issuer through each applicable vesting event: (i) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $15.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $400,000,000, (ii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $20.00 per share over any 30 trading day period or the revenue of the Issuer (Cont'd in FN14) |
| (13) | (Cont'd from FN13) for the preceding twelve months equals or exceeds $600,000,000 and (iii) one third of the performance stock units will vest if the VWAP of the Common Stock equals or exceeds $25.00 per share over any 30 trading day period or the revenue of the Issuer for the preceding twelve months equals or exceeds $800,000,000. |