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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* GARAGIC DENIS (Last) (First) (Middle) C/O PALLADYNE AI CORP. 650 SOUTH 500 WEST, SUITE 150 (Street) SALT LAKE CITY UT 84101 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Palladyne AI Corp. [ PDYN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CHIEF TECHNOLOGY OFFICER
	3. Date of Earliest Transaction (Month/Day/Year) 04/17/2024
	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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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
Stock Option (right to buy)	$7.44(1)	04/17/2024		D			21,372(1)	(2)	05/28/2030	Common Stock	21,372	(3)	0	D
Stock Option (right to buy)	$24.54(4)	04/17/2024		D			14,204(4)	(5)	05/20/2032	Common Stock	14,204	(3)	0	D
Stock Option (right to buy)	$2.82(6)	04/17/2024		D			68,486(6)	(6)	03/29/2033	Common Stock	68,486	(3)	0	D
Stock Option (right to buy)	$1.59	04/17/2024		A		21,372		(7)	05/28/2030	Common Stock	21,372	(3)	21,372	D
Stock Option (right to buy)	$1.59	04/17/2024		A		14,204		(7)	05/20/2032	Common Stock	14,204	(3)	14,204	D
Stock Option (right to buy)	$1.59	04/17/2024		A		68,486		(7)	03/29/2033	Common Stock	68,486	(3)	68,486	D

Explanation of Responses:

1. This option award was granted on May 29, 2020 and was previously reported as covering 128,230 shares at an exercise price of $1.24 per share, but was adjusted to reflect a 1-for-6 reverse stock split that occurred on July 5, 2023.

2. One-third (1/3) of the shares subject to the Option vested on May 29, 2021 and one-thirty-sixth (1/36) of the shares have vested or will vest each month thereafter.

3. Outstanding options were amended to reduce the exercise price and revise the vesting terms. This amendment was approved by the compensation committee of the Issuer's board of directors and is intended to be exempt pursuant to Rule 16b-3 of the Exchange Act.

4. This option award was granted on May 20, 2022 and was previously reported as covering 85,220 shares at an exercise price of $4.09 per share, but was adjusted to reflect a 1-for-6 reverse stock split that occurred on July 5, 2023.

5. 25% of the shares subject to the Option vested on May 20, 2023, and then 1/12 of the shares subject to the Option vest on each Quarterly Vesting Date thereafter, subject to the Reporting Person's continued service to the Issuer through such date.

6. This option award was granted on May 29, 2023 and was previously reported as covering 410,914 shares at an exercise price of $0.47 per share, but was adjusted to reflect a 1-for-6 reverse stock split that occurred on July 5, 2023.

7. The option is fully unvested as of the amendment. 25% of the shares subject to the option will vest on March 29, 2025, and then 1/12 of the shares subject to the option vest on each quarterly vesting date thereafter, subject to the Reporting Person's continued service to the Issuer through such date.

	/s/ Stephen Sonne, attorney-in-fact on behalf of Denis Garagic	04/19/2024
	** Signature of Reporting Person	Date
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