SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Spiro Elliot

(Last) (First) (Middle)
17146 FEATHERCRAFT LANE
SUITE 450

(Street)
WEBSTER TX 77598

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Nauticus Robotics, Inc. [ KITT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/09/2022 A 2,595,000(1) A $0 2,595,000 I(2) CleanTech Sponsor I LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Private Warrant $11.5 07/19/2021 P 4,333,333 09/09/2022 07/14/2026 Common Stock 4,333,333(3) $1 4,333,333 I(2) CleanTech Sponsor I LLC
Private Warrant $11.5 07/28/2021 P 450,000 09/09/2022 07/14/2026 Common Stock 450,000(4) $1 4,783,333 I(2) CleanTech Sponsor I LLC
Explanation of Responses:
1. The securities were acquired in connection with the business combination of CleanTech Acquisition Corp. ("CLAQ"), CleanTech Merger Sub, Inc., a wholly owned subsidiary of CLAQ, and Nauticus Robotics, Inc., dated December 16, 2021 and consummated on September 9, 2022.
2. Shares held directly by CleanTech Sponsor I LLC. The Reporting Person, as the managing member of CleanTech Sponsor I LLC, may be deemed to share voting and dispositive power over the shares held by CleanTech Sponsor I LLC. The Reporting Person disclaims beneficial ownership of shares held by CleanTech Sponsor I LLC, except to the extent of any pecuniary interest therein.
3. The securities were acquired in connection with the initial public offering of CLAQ on July 19, 2021.
4. The securities were acquired in connection with the underwriter's non-concurrent exercise of its over-allotment option on July 28, 2021, in connection with the initial public offering of CLAQ on July 19, 2021.
/s/ Eli Spiro, by M. Dilshad Kasmani as Attorney-in-Fact 09/13/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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