Arxis (ARXS) grants Class B and special convertible stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arxis, Inc. reported insider acquisitions linked to its initial public offering and capital structure. Reporting entities associated with Arcline and Engineered Components were granted 340,676,786 shares of Class B Common Stock, issued in replacement of equity interests in certain subsidiaries as part of a reorganization connected to the IPO. These Class B shares are convertible into Class A Common Stock on a one-for-one basis at the option of the holders and automatically convert in certain transfer and other circumstances. In addition, one share of Convertible Common Stock was awarded, held by Arcline Arxis Advisory I, L.P., indirectly controlled by Rajeev Amara and Shyam Ravindran. This Convertible Common Stock is designed to convert into Class B (or Class A) shares based on a formula referencing 1.25% of fully diluted capital stock, the stock price, and an IPO price of $28, with voluntary conversion generally permitted from April 17, 2031 to April 17, 2036 and automatic conversion upon certain change of control events after April 20, 2029.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Arcline Double Eagle Master Fund-A LP, Engineered Components Borrower Series LP - Engineered Polymer Series, Engineered Components Borrower Series LP - Hawkeye Series, Engineered Components Borrower Series LP - Ovation Series, Engineered Components Borrower Series LP - Connector Series, Amara Rajeev, Ravindran Shyam
Role
null | null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class B Common Stock | 340,676,786 | $0.00 | -- |
| Grant/Award | Convertible Common Stock | 1 | $0.00 | -- |
Holdings After Transaction:
Class B Common Stock — 340,676,786 shares (Direct, null);
Convertible Common Stock — 1 shares (Indirect, See Footnote)
Footnotes (1)
- The Convertible Common Stock is convertible into a number of shares of Class B Common Stock (or Class A Common Stock if no Class B Common Stock is outstanding at the time of such conversion) representing the product of (i) 1.25% of the Issuer's fully diluted capital stock (including Class B or Class A Common Stock issuable upon such conversion) outstanding at the time of conversion multiplied by (ii) (A) two times (B) the value of one minus the quotient obtained by dividing (x) $28 (the "IPO Price") by (y) the stock price per Class A common stock at the time of conversion, subject to certain adjustments. The Convertible Common Stock will be convertible at the holder's option from April 17, 2031 until April 17, 2036; provided that prior to conversion, the price of Class A common stock must equal at least two-times the IPO Price. (Continued from footnote 1) The Convertible Common Stock will also provide for automatic conversion upon the occurrence of certain change of control events occurring after April 20, 2029. The Convertible Common Stock is held directly by Arcline Arxis Advisory I, L.P., which is indirectly controlled and owned by Rajeev Amara and Shyam Ravindran (See "Remarks" below). The Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the option of the Reporting Persons and will automatically convert into Class A Common Stock on a one-for-one basis upon any transfer (other than a permitted transfer described in the Issuer's amended and restated certificate of incorporation) and in certain other circumstances described in the Issuer's amended and restated certificate of incorporation. The Class B Common Stock does not expire. Represents shares of Class B Common Stock issued to the Reporting Persons in replacement of equity interests in certain subsidiaries of the Issuer with equivalent value as a result of the reorganization effected in connection with the Issuer's initial public offering. These shares are held directly by Engineered Components Borrower Series LP - Engineered Polymer Series (71,544,608 shares), Engineered Components Borrower Series LP - Hawkeye Series (36,689,297 shares), Engineered Components Borrower Series LP - Ovation Series (122,746,592 shares), Engineered Components Borrower Series LP - Connector Series (91,338,254 shares), and Arcline Double Eagle Master Fund-A LP (18,358,032 shares).
Key Figures
Class B shares granted: 340,676,786 shares
Convertible Common Stock shares: 1 share
IPO Price: $28 per share
+5 more
8 metrics
Class B shares granted
340,676,786 shares
Issued to reporting persons in IPO-related reorganization
Convertible Common Stock shares
1 share
Held by Arcline Arxis Advisory I, L.P.
IPO Price
$28 per share
Reference price in Convertible Common Stock formula
Ovation Series Class B allocation
122,746,592 shares
Part of 340,676,786 total Class B shares
Engineered Polymer Series allocation
71,544,608 shares
Class B shares after IPO reorganization
Connector Series allocation
91,338,254 shares
Class B shares issued in exchange for subsidiary equity
Hawkeye Series allocation
36,689,297 shares
Class B Common Stock issued to reporting entity
Arcline Double Eagle allocation
18,358,032 shares
Class B Common Stock held by Arcline Double Eagle Master Fund-A LP
Key Terms
Convertible Common Stock, fully diluted capital stock, initial public offering, Class B Common Stock, +2 more
6 terms
Convertible Common Stock financial
"The Convertible Common Stock is convertible into a number of shares of Class B Common Stock"
fully diluted capital stock financial
"1.25% of the Issuer's fully diluted capital stock (including Class B or Class A Common Stock issuable upon such conversion)"
initial public offering financial
"as a result of the reorganization effected in connection with the Issuer's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
Class B Common Stock financial
"Represents shares of Class B Common Stock issued to the Reporting Persons in replacement of equity interests"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
change of control events financial
"The Convertible Common Stock will also provide for automatic conversion upon the occurrence of certain change of control events"
amended and restated certificate of incorporation regulatory
"in certain other circumstances described in the Issuer's amended and restated certificate of incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
FAQ
What insider transactions did Arxis (ARXS) report in this Form 4?
Arxis reported insider acquisitions, not sales. Reporting entities received 340,676,786 shares of Class B Common Stock in a reorganization tied to the IPO and one share of Convertible Common Stock with a performance-based conversion formula.
What are the key terms of Arxis (ARXS) Class B Common Stock?
Arxis Class B Common Stock is convertible into Class A Common Stock on a one-for-one basis at the reporting persons’ option. It also automatically converts into Class A upon most transfers and in certain other situations defined in the amended and restated certificate of incorporation.
What is the Convertible Common Stock reported by Arxis (ARXS) insiders?
The filing shows one share of Convertible Common Stock, held by Arcline Arxis Advisory I, L.P. It is designed to convert into Class B or Class A shares based on a formula tied to 1.25% of fully diluted capital stock and the Class A stock price.
When can the Arxis (ARXS) Convertible Common Stock be converted by the holder?
The holder may elect to convert the Convertible Common Stock from April 17, 2031 until April 17, 2036, provided the Class A stock price equals at least two-times the $28 IPO price. It also has automatic conversion features upon certain change of control events after April 20, 2029.