FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/13/2025 |
3. Issuer Name and Ticker or Trading Symbol
Arrive AI Inc. [ ARAI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Options (Right to Buy) | (1) | 08/15/2033 | Common Stock | 469 | $0.76 | D | |
Stock Options (Right to Buy) | (1) | 11/12/2033 | Common Stock | 27,344 | $0.76 | D | |
Stock Options (Right to Buy) | (2) | 08/15/2033 | Common Stock | 781 | $0.76 | D | |
Stock Options (Right to Buy) | (3) | 11/12/2033 | Common Stock | 35,156 | $0.76 | D | |
Stock Options (Right to Buy) | (4) | 11/12/2033 | Common Stock | 62,500 | $0.76 | D |
Explanation of Responses: |
1. These options are fully vested and exercisable. |
2. Issuable upon the exercise of outstanding options. These options vest as follows: 78 shares per quarter, from 5/31/2025 to 8/31/27. |
3. Issuable upon the exercise of outstanding options. These options vest as follows: 3,906 shares per quarter, from 8/15/2025 to 8/15/2027. |
4. Issuable upon the exercise of outstanding options. These options vest as follows: 27,344 shares subject to performance triggers, and 35,156 shares per quarter subject to performance triggers from 8/15/2025 to 8/15/2027. |
Remarks: |
Arrive AI Inc. (the "Company") had its Registration Statement on Form 8-A declared effective by the Securities and Exchange Commission on May 13, 2025. |
/s/ Todd Pepmeier | 05/27/2025 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |