SEC Form SC 13D/A filed by Mesa Air Group Inc. (Amendment)

1	NAMES OF REPORTING PERSONS
	United Airlines, Inc. 74-2099724
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware, U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			4,042,061
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			4,042,061
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	4,042,061
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.9999998% (1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO, HC

This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) is being filed by the undersigned, pursuant to §240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) by the undersigned on January 23, 2023 (the “Initial Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”), with respect to the common stock, no par value (the “Shares”), of Mesa Air Group, Inc., a Nevada corporation (the “Issuer”), whose principal executive offices are located at 410 North 44th Street, Suite 700, Phoenix, Arizona 85008.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Each of the Equity Purchase Agreement and Registration Rights Agreement referenced in the Initial Schedule 13D were executed effective March 6, 2023.  With regards to the Equity Purchase Agreement, United and the Issuer entered into a subscription agreement (the “Subscription Agreement”) dated March 6, 2023, filed as Exhibit 99.2 hereto, to memorialize the terms and conditions of the issuance of 4,042,061 Shares to United, which the Issuer issued to United on January 13, 2023. As disclosed in the Initial Schedule 13D, pursuant to the terms of the Subscription Agreement, the Issuer granted United pro rata preemptive rights relating to the issuance of any equity securities that the Issuer may propose to issue or sell to any person in the future. The Registration Rights Agreement was also entered into on March 6, 2023 and is filed as Exhibit 99.3 hereto.  As disclosed in the Initial Schedule 13D, pursuant to the terms of the Registration Rights Agreement, the Issuer granted to United customary demand and piggyback registration rights in respect of publicly registered offerings of the Issuer, subject to usual and customary exceptions and limitations.

The foregoing description of each of the Subscription Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreement and the Registration Rights Agreement, a copy of each of which is filed hereto as Exhibit 99.2 and Exhibit 99.3, respectively, to this Amendment No. 1, and the terms of each of which are incorporated herein by reference.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following documents as exhibits:

March 8, 2023