Chief Executive Officer Berger Michael L returned $5,267,902 worth of shares to the company (234,129 units at $22.50) and was granted 81,480 shares, closing all direct ownership in the company (SEC Form 4)
$ATSG
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
Air Transport Services Group, Inc. [ ATSG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/11/2025 | ||||||||||||||||||||||||||
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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 | 04/11/2025 | D | 105,172(1)(2) | D | $22.5(1)(2) | 47,477 | D | |||
| Common Stock | 04/11/2025 | D | 47,477(3) | D | $22.5(3) | 0 | D | |||
| Common Stock | 04/11/2025 | A | 81,480(4)(5) | A | $0(5) | 81,480 | D | |||
| Common Stock | 04/11/2025 | D | 81,480(4)(5) | D | $22.5(5) | 0 | 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 | ||||||||
| Explanation of Responses: |
| 1. Represents securities disposed of under the Agreement and Plan of Merger by and between Air Transport Services Group, Inc. ("Company"), Stonepeak Nile Parent LLC, a Delaware limited liability company ("Parent") and Stonepeak Nile MergerCo Inc., a Delaware corporation and wholly-owned subsidiary of Parent, dated as of November 3, 2024 (the "Merger Agreement"). At the effective time of the merger contemplated by the Merger Agreement (the "Effective Time"), each issued and outstanding share of common stock of the Company ("Share") was cancelled and converted into the right to receive $22.50 in cash (the "Merger Consideration"), without interest thereon. |
| 2. Includes Shares subject to time-based vesting conditions ("Company Restricted Stock") that were granted prior to the date of the Merger Agreement and disposed of under the Merger Agreement. Each Share of Company Restricted Stock granted prior to the date of the Merger Agreement fully vested, with the holder of such Company Restricted Stock becoming entitled to receive a lump-sum cash payment, without interest, equal to the product, rounded to the nearest cent, of (i) the number of Shares subject to such Company Restricted Stock award immediately prior to the Effective Time and (ii) the Merger Consideration. |
| 3. Represents Company Restricted Stock granted after the date of the Merger Agreement and prior to the Effective Time. Each such Share of Company Restricted Stock granted following the date of the Merger Agreement and prior to the Effective Time was converted into the right to receive a cash payment equal to the Merger Consideration upon vesting on December 18, 2027 or earlier based on certain qualifying termination events. |
| 4. Each restricted stock unit subject to one or more performance-based vesting conditions ("Company PSUs") represented a contingent right to receive one Share upon vesting of the Company PSUs. |
| 5. Under the Merger Agreement, at the Effective Time, each Company PSU vested and was cancelled, with the holder of such Company PSU becoming entitled to receive a lump-sum cash payment, without interest, equal to the product, rounded to the nearest cent, of (i) the number of Shares subject to such Company PSU immediately prior to the Effective Time (assuming, for purposes of determining the number of Company PSUs, attainment of all applicable performance goals at the higher of (A) target level of performance and (B) actual level of performance measured as of the Effective Time) and (ii) the Merger Consideration. |
| Remarks: |
| POA on file. |
| /s/ W. Joseph Payne for Michael L. Berger | 04/15/2025 | |
| ** 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. | ||