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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001564590-21-050040 0001883834 XXXXXXXX LIVE 3 Common Stock, par value $0.0001 per share 12/27/2024 false 0001826681 80359A205 Palladyne AI Corp. 650 South 500 West Suite 150 Salt Lake City UT 84101 Patrick J. Schultheis (206) 883-2500 701 Fifth Avenue Suite 5100 Seattle WA 98104 Michael Nordtvedt (206) 883-2500 (206) 883-2500 Suite 5100 Seattle WA 98104 Marc Olivier (801) 654-1964 1941 S Wasatch Dr Salt Lake City UT 84108 0001883834 N Marc Olivier PF N X1 1100000 1100000 1100000 1100000 1100000 N 3.65 IN This Amendment No. 3 (Amendment No. 3) amends and supplements the prior statement on Schedule 13D as filed on October 4, 2021, as amended by Amendment No. 1 to Schedule 13D filed on July 31, 2023 and Amendment No. 2 to Schedule 13D filed on December 23, 2024 (as amended, the Schedule 13D). This Amendment No. 3 relates to the beneficial ownership of shares of common stock, par value $0.0001 per share (the Common Stock) of Palladyne AI Corp. (the Issuer) held by Marc Olivier (the Reporting Person). This Amendment No. 3 is being filed to update the aggregate percentage of Common Stock owned by the Reporting Person caused by sales of Common Stock which collectively resulted in a disposition of one percent (1 percent) or more of the outstanding shares of Common Stock. Except as otherwise specified in Amendment No. 3, all items in the Schedule 13D are unchanged. All capitalized terms used in this Amendment No. 3 and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. As of the date of this Amendment No. 3, and as a result of the transactions reported herein, Mr. Olivier no longer holds greater than 5 percent of the Issuer's securities and will therefore cease to be a Reporting Person. The filing of this Amendment No. 3 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Person. Common Stock, par value $0.0001 per share Palladyne AI Corp. 650 South 500 West Suite 150 Salt Lake City UT 84101 As of the date of this Amendment No.3, Mr. Olivier beneficially owns an aggregate of 1,100,000 shares of Common Stock, or 3.65%, of the Issuer's outstanding shares of Common Stock. Mr. Olivier has sole voting and dispositive power over the 1,100,000 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. As of the date of this Amendment No.3, Mr. Olivier beneficially owns an aggregate of 1,100,000 shares of Common Stock, or 3.65%, of the Issuer's outstanding shares of Common Stock. Mr. Olivier has sole voting and dispositive power over the 1,100,000 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. Except as described in this Item 5(c), Mr. Olivier has not effected any transactions in the Common Stock during the past 60 days. Since Amendment No. 2 was filed on December 23, 2024, Mr. Olivier has effected the following open market sales of Common Stock during the past 60 days: Transaction Date, Shares Sold, Weighted Average Trading Price Per Share 12/26/2024, 160,000, $7.40 12/27/2024, 310,109, $11.92 12/30/2024, 173,723, $12.42 Marc Olivier /s/ Marc Olivier Marc Olivier 12/31/2024