SEC Form 4 · accession 0001209191-16-109006
Air Transport Services Group, Inc. · ATSG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | holding | — | — | — | 11,152,425 | I | See footnote 1 and Remarks below |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F5,F6,F2,F4 | — | Mar 10, 2016 | J | 5,212 | A | — | — | Common Stock | 5,212 | 83,141 | I |
Explanation of responses
- F1These shares are held by Red Mountain Partners, L.P. ("RMP).
- F2The restricted stock units (the "Units") will be exchanged for common stock on a one-for-one basis.
- F3The Units will not be settled until Mr. John Christopher Teets's board service ends. See footnote 6.
- F4There is no expiration date.
- F5The price will be determined when Mr. Teets's board service ends.
- F6These shares are held by Red Mountain Capital Partners LLC ("RMCP LLC"). Mr. Teets, who is a Partner of RMCP LLC, was awarded the Restricted Stock Units reported hereunder in connection with his service on ATSG's board of directors. Mr. Teets transferred the economic value of these RSUs to RMCP LLC.
Remarks
This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP LLC ("RMCP GP"), (iii) RMCP LLC, (iv) Red Mountain Capital Management, Inc. ("RMCM"), and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC, and RMCP GP, by virtue of their direct or indirect control of RMP may be deemed to beneficially own some or all of the securities reported as being held by RMP. In addition, each of Mr. Mesdag and RMCM, by virtue of their direct or indirect control of RMCP LLC, may be deemed to beneficially own some or all of the securities reported as being held by RMCP LLC. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.