Large owner Amazon Com Inc disposed of $286,682,512 worth of shares (12,741,445 units at $22.50) (SEC Form 4)
$AMZN
Catalog/Specialty Distribution
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 | J(1) | 12,741,445 | D | $22.5(1) | 0 | I | See footnote(2) | ||
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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 | ||||||||
| Warrant (Right to Purchase Common Stock) | $20.4 | 04/11/2025 | J(3) | 7,014,804 | (4) | 12/20/2029 | Common Stock | 7,014,804 | (3) | 0 | D | ||||
| Warrant (Right to Purchase Common Stock) | $21.5265 | 04/11/2025 | J(3) | 14,801,360 | (4) | 12/20/2029 | Common Stock | 14,801,360 | (3) | 0 | D | ||||
| Warrant (Right to Purchase Common Stock) | $12.9658 | 04/11/2025 | J(5) | 2,915,000 | (4) | 05/06/2031 | Common Stock | 2,915,000 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. On April 11, 2025, Stonepeak Nile MergerCo Inc., a Delaware corporation and a wholly-owned subsidiary of Stonepeak Nile Parent LLC, a Delaware limited liability company ("Acquiror"), merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Acquiror (the "Merger"). Upon the consummation of the Merger, all shares of Issuer Common Stock converted into the right to receive $22.50 cash per share, without interest (the "Merger Consideration"). |
| 2. Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon.com, Inc., was the record holder of these shares of Issuer Common Stock. |
| 3. Upon the consummation of the Merger, the Warrant converted into the right to receive the Merger Consideration and was mandatorily exercised by the Issuer (on a cashless net exercise basis) for the Merger Consideration. |
| 4. Prior to the consummation of the Merger, the Warrant, which was issued in connection with the execution of a commercial agreement, was exercisable for shares of Issuer Common Stock, subject to certain regulatory approvals and the terms and conditions outlined in the Warrant. |
| 5. Upon the consummation of the Merger, the Warrant converted into the right to receive the Merger Consideration, vested (to the extent not already vested), and was mandatorily exercised by the Issuer (on a cashless net exercise basis) for the Merger Consideration. |
| /s/ Mark F. Hoffman, Vice President and Secretary | 04/14/2025 | |
| ** 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. | ||