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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Palladyne AI Corp. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
WILLIAM KERBER 3917 NE 104TH, OKLAHOMA CITY, OK, 73131 405-373-6600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/06/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
KERBER WILLIAM XAVIER III | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
OKLAHOMA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,499,842.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
4.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
Palladyne AI Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
650 SOUTH 500 WEST, 650 SOUTH 500 WEST, SALT LAKE CITY,
UTAH
, 84101. |
| Item 2. | Identity and Background |
| (a) | William Xavier Kerber III |
| (b) | 3917 NE 104th ST
Oklahoma City, OK. 73131 |
| (c) | CEO Human Mode LLC
3917 NE 104th ST
Oklahoma City, OK. 73131 |
| (d) | During the past 5 years, Mr. Kerber has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | 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 judgement, 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. |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
Personal Funds | |
| Item 4. | Purpose of Transaction |
Mr. Kerber purchased the Issuer's Common stock as an individual for the purposes of investment. Since the filing of the last amendment dated May 13, 2026 Mr. Kerber has made the following changes to his holdings of the Issuer's Common Stock:
*Purchases of 133,528 shares owned directly by Mr. Kerber.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this Amendment No. 5 Mr. Kerber beneficially owns an aggregate of 2,499,842 shares or 4.9% of the Issuer's Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on the 51,381,117 shares of Common Stock disclosed in the Issuer's 10-Q filing dated November 10, 2026.
This beneficial ownership consists of:
* 2,049,842 shares of Common Stock held directly by Mr. Kerber
* 450,000 shares of Common Stock held indirectly through the Vincent Kerber Irrevocable Trust, Katheryn Kerber Irrevocable Trust and Chi Kerber Irrevocable trust, where he serves as an advisor.
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| (b) | As of the date of this Amendment No. 5 Mr. Kerber has voting and dispositive power of 2,499,842 shares or 4.9% of the Issuer's Common Stock. The beneficial ownership percentages used in this Schedule are calculated based on the 51,381,117 shares of Common Stock disclosed in the Issuer's 10-Q filing dated November 10, 2026.
* Sole voting and dispositive power of 2,049,842 shares of Common Stock held directly by Mr. Kerber.
* Shared voting and dispositive power of 450,000 shares of Common Stock through his advisory role to the Katheryn Kerber, Vincent Kerber and Chi Kerber Irrevocable trusts. |
| (c) | Date Transaction Shares Price
11/06/2026 Purchase 133,528 $2.82
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| (d) | The trustees of the three trusts listed in section 5(a) have the power to direct the receipt of dividends from or the proceeds from the sale of the Issuer's Common Stock held within those trusts. These three trusts hold less than 5% of the issuer's Common Stock. |
| (e) | On November 10, 2026 Mr. Kerber ceased to be the beneficial owner
of five percent or more of the Issuer's Common Stock based
on the total share count disclosed in the 10-Q filing released on that date.
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| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
As of the date of this Amendment, Mr. Kerber is not involved in any contracts, arrangements, understandings or relationships related to any securities of the Issuer. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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