CEO Ornstein Jonathan G converted options into 91,609 shares, increasing direct ownership by 11% to 921,876 units (SEC Form 4)
$MESA
Air Freight/Delivery Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MESA AIR GROUP INC [ MESA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/02/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock | 06/01/2025 | M | 67,469 | A | $0 | 897,736 | D | |||
| Common stock | 06/01/2025 | M | 24,140 | A | $0 | 921,876 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Award | $0 | 06/01/2025 | M | 67,469 | 06/01/2025 | (1) | Common stock | 67,468 | $0 | 312,693 | D | ||||
| Restricted Stock Award | $0 | 06/01/2025 | M | 24,140 | 06/01/2025 | (2) | Common stock | 24,140 | $0 | 288,553 | D | ||||
| Restricted Stock Award | $0 | 06/02/2025 | A | 187,338 | (3) | (3) | Common stock | 187,338 | $0 | 475,891 | D | ||||
| Explanation of Responses: |
| 1. A restricted stock award of 202,405 shares was granted under the 2018 Equity Incentive Plan on June 1, 2022. This is the final tranche of this award. |
| 2. A restricted stock award of 72,421 shares was granted under the 2018 Equity Incentive Plan on June 1, 2023.The final tranche of this award will vest 24,141 shares on June 1, 2026. |
| 3. A restricted stock award of 187,338 shares was granted under the 2018 Equity Incentive Plan on June 2, 2025. Tranches of this award will vest annually in equal one third increments. Pursuant to the terms of the Company's equity plan and the underlying award agreement, vesting may accelerate upon a change in control, including the pending merger with Republic Airways Holdings Inc., if consummated prior to the scheduled vesting date. |
| /s/ Jonathan Ornstein | 06/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||