SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MURNANE GEORGE III

(Last)

(First)

(Middle)

10845 GRIFFITH PEAK DRIVE, SUITE 200

(Street)

LAS VEGAS

89135

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Jet.AI Inc. [ JTAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.0001 per share								0⁽¹⁾⁽²⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)⁽³⁾	$24.35	09/24/2024⁽⁴⁾		A		267		⁽⁵⁾	09/24/2034	Common Stock, par value $0.0001 per share	267	$0	267	D

Explanation of Responses:

1. In the reporting person's last-filed Form 4, filed on August 20, 2024, 995,754 shares of common stock, par value $0.0001 per share ("Common Stock"), of Jet.AI Inc. (the "Issuer") underlying options held by the reporting person ("Option Shares") were mistakenly included in the reporting person's reported aggregate holdings of Common Stock in Table I of the Form 4. Excluding such Option Shares, which had been correctly reported as part of the reporting person's Table II holdings of derivative securities in a Form 4 filed on August 23, 2023, the reporting person actually held 11 shares of Common Stock following the transactions reported in his last-filed Form 4.

2. On November 12, 2024, the Issuer effected a 1-for-225 reverse stock split of its Common Stock (the "Reverse Split"). The 11 shares of Common Stock previously held by the reporting person were converted into less than one whole share as a result of the Reverse Split. In accordance with the terms of the Reverse Split, the Issuer cashed out fractional shares, resulting in the reporting person holding no shares of Common Stock following the Reverse Split.

3. The exercise price, number of derivative securities, and number of underlying shares of Common Stock reported for this option reflect the Issuer's 1-for-225 Reverse Split of its Common Stock.

4. At the recommendation of the Issuer's Compensation Committee, the Issuer's Board of Directors approved this option grant on December 26, 2023, subject to stockholder approval of an amendment to the omnibus incentive plan under which the option was granted. The Issuer's stockholders approved such amendment on September 24, 2024.

5. This option vests monthly in equal installments beginning on January 26, 2024.

	/s/ George Murnane	12/12/2025
	** 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 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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