Common Stock, $0.0001 par value per share

Palladyne AI Corp.

650 SOUTH 500 WEST, SALT LAKE CITY, UT, 84101

William Xavier Kerber III

3917 NE 104th ST Oklahoma City, OK. 73131

CEO Human Mode LLC 3917 NE 104th ST Oklahoma City, OK. 73131

During the past 5 years, Mr. Kerber has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

United States

As of the date of this Amendment No. 2, Mr. Kerber beneficially owns an aggregate of 2,292,482 shares of the Issuer's Common stock or 7.61% of the Issuer's outstanding shares of Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on the 30,112,399 shares of Common Stock of the Issuer outstanding as of November 6, 2024. This beneficial ownership consists of: * 2,092,482 shares of Common Stock held directly by Mr. Kerber. * 200,000 shares of Common Stock held indirectly through the Vincent Kerber and Katheryn Kerber Irrevocable trusts where he serves as an advisor. As of the date of this Amendment, Mr. Kerber has sole voting and dispositive power of 2,092,482 shares and shared voting and dispositive power of 200,000 shares of the Issuer's Common Stock through his advisory role to these trusts.

As of the date of this Amendment No. 2, Mr. Kerber beneficially owns an aggregate of 2,292,482 shares of the Issuer's Common stock or 7.61% of the Issuer's outstanding shares of Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on the 30,112,399 shares of Common Stock of the Issuer outstanding as of November 6, 2024. This beneficial ownership consists of: * 2,092,482 shares of Common Stock held directly by Mr. Kerber. * 200,000 shares of Common Stock held indirectly through the Vincent Kerber and Katheryn Kerber Irrevocable trusts where he serves as an advisor. As of the date of this Amendment, Mr. Kerber has sole voting and dispositive power of 2,092,482 shares and shared voting and dispositive power of 200,000 shares of the Issuer's Common Stock through his advisory role to these trusts.

Except as described in this Item 5(c). Mr. Kerber has not effected any transactions in the Common Stock during the past 60 days. Date Purchase/Sale Shares Price 11/14/2024 Purchase 118,602 $1.78 11/22/2024 Sale -99,141 $4.04 12/17/2024 Purchase 32,401 $3.73 12/19/2024 Sale -1,300 $3.06 12/19/2024 Purchase 13,075 $3.11 12/20/2024 Purchase 26,700 $3.44 12/26/2024 Sale -100,892 $8.21 12/27/2024 Sale -100,000 $12.36 Date Gift Shares 12/17/2024 Vincent. Kerber Trust 100,000 $3.54 12/17/2024 Katheryn Kerber Trust 100,000 $3.54

In addition to Mr. Kerber's beneficial ownership, The trustee of the two trusts listed in section 5(a) has the power to direct the receipt of dividends from, or the proceeds from the sale of thee Issuers Common Stock held within. As of the date of this Amendment the acting trustee is Chi Kerber, Mr. Kerber's spouse. The two trusts each hold less than 5% interest in the Issuer's Common Stock.

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