Amendment: SEC Form SCHEDULE 13G/A filed by Amazon.com Inc.
$AMZN
Catalog/Specialty Distribution
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 12)
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Air Transport Services Group, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
00922R105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 00922R105 |
| 1 | Names of Reporting Persons
Amazon.com, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,287,023.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
19.999 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Air Transport Services Group, Inc. | |
| (b) | Address of issuer's principal executive offices:
145 Hunter Drive Wilmington, OH, 45177 | |
| Item 2. | ||
| (a) | Name of person filing:
Amazon.com, Inc. | |
| (b) | Address or principal business office or, if none, residence:
410 Terry Avenue North Seattle, Washington 98109 | |
| (c) | Citizenship:
Delaware | |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share | |
| (e) | CUSIP No.:
00922R105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
13,287,023
On March 8, 2016, pursuant to an Investment Agreement, dated as of March 8, 2016 (the "2016 Investment Agreement"), by Amazon.com, Inc. ("Amazon") and Air Transport Services Group, Inc. (the "Issuer"), the Issuer issued Amazon a warrant ("Warrant-A") to acquire up to 12,810,629 shares of common stock, par value $0.01 ("Common Stock"). On March 8, 2018, pursuant to the 2016 Investment Agreement, the Issuer issued Amazon a warrant ("Warrant-B-1") to acquire up to an additional 1,591,333 shares of Common Stock. On September 8, 2020, pursuant to the 2016 Investment Agreement, the Issuer issued Amazon a warrant ("Warrant-B-2" and together with Warrant-A and Warrant B-1, the "2016 Warrants") to acquire up to an additional 1,591,333 shares of Common Stock, which was subsequently adjusted to 506,530 shares of Common Stock.
On December 20, 2018, pursuant to an Investment Agreement, dated as of December 20, 2018 (the "2018 Investment Agreement"), by and between Amazon and the Issuer, the Issuer issued Amazon a warrant (the "2018 Warrant") to acquire up to an additional 14,801,369 shares of Common Stock.
On May 29, 2020, pursuant to the 2018 Investment Agreement, the Issuer issued Amazon a warrant (the "2020 Warrant") to acquire up to an additional 7,014,804 shares of Common Stock.
On May 6, 2024, the Issuer and Amazon entered into an amendment of the 2016 Investment Agreement and a supplement and amendment to the 2018 Investment Agreement (the "2018 Investment Agreement Amendment"). Pursuant to the 2018 Investment Agreement Amendment, the Issuer issued Amazon a warrant (the "2024 Warrant-A") to acquire up to an additional 2,915,000 shares of Common Stock. On November 8, 2024, pursuant to the 2018 Investment Agreement Amendment, the Issuer issued Amazon a warrant (the "2024 Warrant-B" and together with the 2024 Warrant-A, the "2024 Warrants") to acquire up to an additional 2,915,000 shares of Common Stock.
The 2016 Warrants, the 2018 Warrant, the 2020 Warrant, and the 2024 Warrants are collectively referred to as the Warrants.
As of January 3, 2025, all shares of Common Stock subject to the 2016 Warrants, the 2018 Warrant, and the 2020 Warrant have vested and are exercisable or have been exercised, subject to certain regulatory approvals and the terms and conditions outlined in these Warrants. Shares of Common Stock subject to the 2024 Warrants vest and become exercisable upon the achievement of certain commercial milestones, subject to certain regulatory approvals and the terms and conditions outlined in the 2024 Warrants.
On March 5, 2021, Amazon delivered notices of exercise to the Issuer to acquire vested shares of Common Stock underlying the 2016 Warrants, and as permitted by the terms of the Warrants, Amazon amended the Beneficial Ownership Limitation (as defined below) from 4.999% to 19.999%. The number of shares of Common Stock that are currently exercisable is determined under the Warrants (as amended), which provide that Amazon is prohibited from exercising the Warrants for such number of shares of Common Stock as would result in beneficial ownership by Amazon of Common Stock exceeding 19.999% of all outstanding Common Stock, subject to certain exceptions (the "Beneficial Ownership Limitation"). The number of shares of Common Stock is reported in this statement with reference to the number of shares of outstanding Common Stock as of January 3, 2025. To the extent the number of shares of outstanding Common Stock increases, the number of shares of Common Stock beneficially owned by Amazon would increase. To the extent the number of shares of outstanding Common Stock decreases, the number of shares of Common Stock beneficially owned by Amazon would decrease.
As of January 3, 2025, Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon, is the record holder of 12,741,445 shares of Common Stock. Amazon has sole voting and investment power with respect to these shares of Common Stock.
The number of shares of Common Stock beneficially owned by Amazon was calculated assuming 65,892,861 shares of Common Stock of the Issuer outstanding as of January 3, 2025, as disclosed in the Issuer's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 6, 2025, plus 545,578 shares of Common Stock issuable upon exercise of the remaining Warrants as of January 3, 2025. | |
| (b) | Percent of class:
19.999 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
13,287,023
See the Second Amended and Restated Stockholders Agreement, dated as of May 6, 2024, by and between the Issuer and Amazon. | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
13,287,023 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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