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    SEC Form SC 13G filed by Atlas Air Worldwide Holdings NEW

    2/7/23 5:13:05 PM ET
    $AAWW
    Transportation Services
    Consumer Discretionary
    Get the next $AAWW alert in real time by email
    SC 13G 1 d441843dsc13g.htm SC 13G SC 13G

     

     

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13G

    (Rule 13d-102)

    INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

    TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO

    § 240.13d-2

    UNDER THE SECURITIES EXCHANGE ACT OF 1934

    (Amendment No.    )*

     

     

    Atlas Air Worldwide Holdings, Inc.

    (Name of Issuer)

    Common Stock

    (Title of Class of Securities)

    049164205

    (CUSIP Number)

    December 31, 2022

    (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)

     

      ☐

    Rule 13d-1(c)

     

      ☒

    Rule 13d-1(d)

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP No. 049164205   13G   Page 1 of 12 Pages

     

      1.    

      Names of Reporting Persons

     

      Hill City Capital Master Fund LP

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☐        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      Cayman Islands

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      0

       6.  

      Shared Voting Power

     

      575,662

       7.  

      Sole Dispositive Power

     

      0

       8.  

      Shared Dispositive Power

     

      575,662

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      575,662

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☐

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      2.03%*

    12.  

      Type of Reporting Person (See Instructions)

     

      PN

     

    *

    Based on 28,364,198 Common Stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 and filed with the Securities and Exchange Commission on November 3, 2022.


    CUSIP No. 049164205   13G   Page 2 of 12 Pages

     

      1.    

      Names of Reporting Persons

     

      Hill City Capital GP LLC

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☐        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      Delaware

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      0

       6.  

      Shared Voting Power

     

      575,662

       7.  

      Sole Dispositive Power

     

      0

       8.  

      Shared Dispositive Power

     

      575,662

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      575,662

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☐

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      2.03%*

    12.  

      Type of Reporting Person (See Instructions)

     

      OO

     

    *

    Based on 28,364,198 Common Stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 and filed with the Securities and Exchange Commission on November 3, 2022.


    CUSIP No. 049164205   13G   Page 3 of 12 Pages

     

      1.    

      Names of Reporting Persons

     

      Hill City Capital LP

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☐        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      Delaware

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      0

       6.  

      Shared Voting Power

     

      1,434,268

       7.  

      Sole Dispositive Power

     

      0

       8.  

      Shared Dispositive Power

     

      1,434,268

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      1,434,268

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☐

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      5.05%*

    12.  

      Type of Reporting Person (See Instructions)

     

      PN, IA

     

    *

    Based on 28,364,198 Common Stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 and filed with the Securities and Exchange Commission on November 3, 2022.


    CUSIP No. 049164205   13G   Page 4 of 12 Pages

     

      1.    

      Names of Reporting Persons

     

      Hill City GP LLC

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☐        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      Delaware

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      0

       6.  

      Shared Voting Power

     

      1,434,268

       7.  

      Sole Dispositive Power

     

      0

       8.  

      Shared Dispositive Power

     

      1,434,268

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      1,434,268

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☐

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      5.05%*

    12.  

      Type of Reporting Person (See Instructions)

     

      OO

     

    *

    Based on 28,364,198 Common Stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 and filed with the Securities and Exchange Commission on November 3, 2022.


    CUSIP No. 049164205   13G   Page 5 of 12 Pages

     

      1.    

      Names of Reporting Persons

     

      Hill City Fund I LLC

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☐        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      Delaware

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      0

       6.  

      Shared Voting Power

     

      858,606

       7.  

      Sole Dispositive Power

     

      0

       8.  

      Shared Dispositive Power

     

      858,606

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      858,606

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☐

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      3.02%*

    12.  

      Type of Reporting Person (See Instructions)

     

      OO

     

    *

    Based on 28,364,198 Common Stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 and filed with the Securities and Exchange Commission on November 3, 2022.


    CUSIP No. 049164205   13G   Page 6 of 12 Pages

     

      1.    

      Names of Reporting Persons

     

      Hill City Fund I GP LLC

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☐        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      Delaware

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      0

       6.  

      Shared Voting Power

     

      858,606

       7.  

      Sole Dispositive Power

     

      0

       8.  

      Shared Dispositive Power

     

      858,606

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      858,606

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☐

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      3.02%*

    12.  

      Type of Reporting Person (See Instructions)

     

      OO

     

    *

    Based on 28,364,198 Common Stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 and filed with the Securities and Exchange Commission on November 3, 2022.


    CUSIP No. 049164205   13G   Page 7 of 12 Pages

     

      1.    

      Names of Reporting Persons

     

      Herbert Frazier

      2.  

      Check the Appropriate Box if a Member of a Group (See Instructions)

     

      (a)  ☐        (b)  ☐

      3.  

      SEC Use Only

     

      4.  

      Citizenship or Place of Organization

     

      United States of America

    Number of

    Shares

     Beneficially 

    Owned by

    Each

    Reporting

    Person

    With

       5.    

      Sole Voting Power

     

      0

       6.  

      Shared Voting Power

     

      1,434,268

       7.  

      Sole Dispositive Power

     

      0

       8.  

      Shared Dispositive Power

     

      1,434,268

      9.    

      Aggregate Amount Beneficially Owned by Each Reporting Person

     

      1,434,268

    10.  

      Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

     

      ☐

    11.  

      Percent of Class Represented by Amount in Row (9)

     

      5.05%*

    12.  

      Type of Reporting Person (See Instructions)

     

      IN

     

    *

    Based on 28,364,198 Common Stock outstanding as of October 28, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 and filed with the Securities and Exchange Commission on November 3, 2022.


    CUSIP No. 049164205   13G   Page 8 of 12 Pages

     

    Item 1.

     

      (a)

    Name of Issuer:

    Atlas Air Worldwide Holdings, Inc.

     

      (b)

    Address of Issuer’s Principal Executive Offices:

    2000 Westchester Avenue, Purchase, New York 10577

     

    Item 2.

     

      (a)

    Name of Person Filing:

    This Schedule 13G is being filed by Hill City Capital Master Fund LP (“HCCMF”); Hill City Fund I LLC (“Fund I”); Hill City Capital GP LLC (the “General Partner”), which serves as the general partner of HCCMF; Hill City Fund I GP LLC, which serves as the general partner of Fund I (the “Fund I General Partner”); Hill City Capital LP (the “Investment Manager”), which serves as investment manager of the HCCMF and Fund I; Hill City GP LLC (the “Investment Manager GP”), which serves as general partner of the Investment Manager; and Herbert Frazier, who serves as managing member of the Fund I General Partner, General Partner and the Investment Manager GP (each of whom may be referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”). The Reporting Persons are making this single, joint filing and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 1.

     

      (b)

    Address of Principal Business Office or, if none, Residence:

    The principal business address of the HCCMF is c/o Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009. The principal business address of Fund I, the Fund I General Partner, the General Partner, the Investment Manager, the Investment Manager GP and Mr. Frazier is 121 Hight St, 3rd Floor, Boston, Massachusetts 02110.

     

      (c)

    Citizenship:

    HCCMF is a Cayman Islands exempted limited partnership; each of Fund I, the Fund I General Partner, the General Partner and the Investment Manager GP is a Delaware limited liability company; the Investment Manager is a Delaware limited partnership; and Mr. Frazier is a citizen of the United States.

     

      (d)

    Title of Class of Securities:

    Common Stock

     

      (e)

    CUSIP Number:

    049164205

     

    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).
    (b)   ☐   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
    (c)   ☐   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
    (d)   ☐   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
    (e)   ☐   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
    (f)   ☐   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
    (g)   ☐   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);


    CUSIP No. 049164205   13G   Page 9 of 12 Pages

     

    (h)   ☐   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
    (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);
    (j)   ☐   A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
    (k)   ☐   Group, in accordance with §240.13d-1(b)(1)(ii)(K).
    If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______

     

    Item 4.

    Ownership

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     

      (a)

    Amount beneficially owned:

    See Item 9 of each cover page.

     

      (b)

    Percent of class:

    See Item 11 of each cover page.

     

      (c)

    Number of shares as to which the person has:

     

      (i)

    Sole power to vote or to direct the vote

    See Item 5 of each cover page.

     

      (ii)

    Shared power to vote or to direct the vote

    See Item 6 of each cover page.

     

      (iii)

    Sole power to dispose or to direct the disposition of

    See Item 7 of each cover page.

     

      (iv)

    Shared power to dispose or to direct the disposition of

    See Item 8 of each cover page.

    Each of the Reporting Persons disclaims beneficial ownership of the Common Units reported herein except to the extent of its or his pecuniary interest therein, if any.

     

    Item 5.

    Ownership of Five Percent or Less of a Class

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

     

    Item 6.

    Ownership of More than Five Percent on Behalf of Another Person

    Not applicable.

     

    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.


    CUSIP No. 049164205   13G   Page 10 of 12 Pages

     

    Item 8.

    Identification and Classification of Members of the Group

    Not applicable.

     

    Item 9.

    Notice of Dissolution of Group

    Not applicable.

     

    Item 10.

    Certifications

    Not applicable.


    CUSIP No. 049164205   13G   Page 11 of 12 Pages

     

    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.

    Dated: February 7, 2023

     

    HILL CITY CAPITAL MASTER FUND LP
    By:    HILL CITY CAPITAL GP LLC,
       its General Partner
       By:   

    /s/ Herbert Frazier

          Herbert Frazier
          Managing Member
    HILL CITY CAPITAL GP LLC
    By:   

    /s/ Herbert Frazier

       Herbert Frazier
       Managing Member
    HILL CITY CAPITAL LP
    By:    HILL CITY GP LLC,
       its General Partner
       By:   

    /s/ Herbert Frazier

          Herbert Frazier
          Managing Member
    HILL CITY GP LLC
    By:   

    /s/ Herbert Frazier

       Herbert Frazier
       Managing Member
    HILL CITY FUND I LLC
    By:    HILL CITY FUND I GP LLC,
       its General Partner
       By:   

    /s/ Herbert Frazier

          Herbert Frazier
          Managing Member
    HILL CITY FUND I GP LLC
    By:   

    /s/ Herbert Frazier

       Herbert Frazier
       Managing Member

    /s/ Herbert Frazier

    Herbert Frazier
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    • Atlas Air Worldwide downgraded by Loop Capital with a new price target

      Loop Capital downgraded Atlas Air Worldwide from Buy to Hold and set a new price target of $102.50

      8/9/22 7:30:04 AM ET
      $AAWW
      Transportation Services
      Consumer Discretionary
    • Atlas Air Worldwide upgraded by Wolfe Research

      Wolfe Research upgraded Atlas Air Worldwide from Underperform to Peer Perform

      8/3/22 6:08:37 AM ET
      $AAWW
      Transportation Services
      Consumer Discretionary
    • Atlas Air Worldwide downgraded by Wolfe Research

      Wolfe Research downgraded Atlas Air Worldwide from Peer Perform to Underperform

      4/5/22 8:50:27 AM ET
      $AAWW
      Transportation Services
      Consumer Discretionary

    $AAWW
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    • Atlas Air Worldwide Reports Second-Quarter 2022 Results

      Reported Net Income of $88.3 MillionAdjusted EBITDA of $215.6 MillionAdjusted Net Income of $97.3 Million PURCHASE, N.Y., Aug. 04, 2022 (GLOBE NEWSWIRE) -- Atlas Air Worldwide Holdings, Inc. (NASDAQ:AAWW) today announced second-quarter 2022 net income of $88.3 million, or $2.65 per diluted share, compared with net income of $107.1 million, or $3.53 per diluted share, in the second quarter of 2021. On an adjusted basis, EBITDA totaled $215.6 million in the second quarter this year compared with $243.7 million in the second quarter of 2021. Adjusted net income in the second quarter of 2022 totaled $97.3 million, or $3.36 per diluted share, compared with $121.8 million, or $4.10 per diluted

      8/4/22 8:01:42 AM ET
      $AAWW
      Transportation Services
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    • Atlas Air Appoints Doug McKeen Senior Vice President, Labor Relations

      PURCHASE, N.Y., April 07, 2022 (GLOBE NEWSWIRE) -- Atlas Air Worldwide Holdings, Inc. (NASDAQ:AAWW) announced the appointment of Doug McKeen to the newly established position of Senior Vice President, Labor Relations. In this new role, Mr. McKeen will be responsible for continuing to develop and implement the Company's labor relations strategy, as well as the administration of labor agreements that govern represented employees at Atlas. "We are incredibly fortunate to have a leader of Doug's caliber on our team," said Atlas Air Worldwide President and Chief Executive Officer John W. Dietrich. "His employee-focused approach, depth of labor relations experience and productive relationship-

      4/7/22 10:00:25 AM ET
      $AAWW
      Transportation Services
      Consumer Discretionary
    • Atlas Air Worldwide Announces Board Refreshment

      Duncan J. McNabb Named Chairman, Board of DirectorsWilliam J. Flynn, Current Chairman, Retires New Directors Beverly K. Goulet and Carol J. Zierhoffer Elected to Board Current Board Member Jane H. Lute Retires PURCHASE, N.Y., May 25, 2021 (GLOBE NEWSWIRE) -- Atlas Air Worldwide Holdings, Inc. (NASDAQ:AAWW) today announced changes to its Board of Directors. General Duncan J. McNabb, U.S. Air Force (retired), previously Lead Independent Director of the Board, has been named Chairman. General McNabb succeeds William J. Flynn, who is retiring from the Board. Current Board member, Jane H. Lute, is also retiring. The company confirmed that Beverly K. Goulet and Carol J. Zierhoffer have been

      5/25/21 12:30:00 PM ET
      $AAWW
      Transportation Services
      Consumer Discretionary

    $AAWW
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    • J.F. Lehman & Company Acquires Atlas Air Worldwide In Partnership With Apollo and Hill City Capital

      PURCHASE, N.Y., March 17, 2023 /PRNewswire/ -- Atlas Air Worldwide ("Atlas," "AAWW" or the "Company"), a leading global provider of outsourced aircraft and aviation operating services, today announced that the investor group led by funds managed by affiliates of Apollo (NYSE:APO), together with investment affiliates of J.F. Lehman & Company ("J.F. Lehman") and Hill City Capital ("Hill City"), has completed its previously announced acquisition of the Company. The Company will continue to maintain its global presence, continue to operate under the Atlas Air Worldwide name and be

      3/17/23 4:31:00 PM ET
      $AAWW
      $APO
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    • Atlas Air Worldwide Reports Fourth-Quarter and Full-Year 2022 Results

      Full-Year 2022 Results Reported Net Income of $355.9 MillionAdjusted Net Income of $418.0 MillionAdjusted EBITDA of $899.2 Million Fourth-Quarter 2022 Results Reported Net Income of $126.0 MillionAdjusted Net Income of $153.1 MillionAdjusted EBITDA of $286.8 Million PURCHASE, N.Y., Feb. 23, 2023 (GLOBE NEWSWIRE) -- Atlas Air Worldwide Holdings, Inc. (NASDAQ:AAWW) today announced full-year 2022 results, including net income of $355.9 million, or $10.53 per diluted share, compared with net income of $493.3 million, or $16.16 per diluted share, in 2021. On an adjusted basis, EBITDA totaled $899.2 million in 2022 compared with $1.1 billion in 2021. Adjusted net income in 2022 totaled $418

      2/23/23 8:00:14 AM ET
      $AAWW
      Transportation Services
      Consumer Discretionary
    • Atlas Air Worldwide to Report Fourth-Quarter and Full-Year 2022 Results On Thursday, February 23

      PURCHASE, N.Y., Feb. 17, 2023 (GLOBE NEWSWIRE) --  Atlas Air Worldwide Holdings, Inc. (NASDAQ:AAWW) will release results for the fourth quarter and full year ended December 31, 2022, prior to the opening of stock market trading on Thursday, February 23. As previously announced on August 4, 2022, Atlas Air Worldwide has entered into a definitive agreement to be acquired by an investor group led by funds managed by affiliates of Apollo Global Management, Inc., together with investment affiliates of J.F. Lehman & Company, LLC and Hill City Capital LP. In light of this pending acquisition, Atlas Air Worldwide will not hold an earnings conference call.  About Atlas Air Worldwide: Atlas Air W

      2/17/23 4:01:57 PM ET
      $AAWW
      Transportation Services
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    $AAWW
    Large Ownership Changes

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    • SEC Form SC 13G/A filed by Atlas Air Worldwide Holdings NEW (Amendment)

      SC 13G/A - ATLAS AIR WORLDWIDE HOLDINGS INC (0001135185) (Subject)

      2/9/24 9:59:07 AM ET
      $AAWW
      Transportation Services
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    • SEC Form SC 13G/A filed by Atlas Air Worldwide Holdings NEW (Amendment)

      SC 13G/A - ATLAS AIR WORLDWIDE HOLDINGS INC (0001135185) (Subject)

      2/10/23 2:42:27 PM ET
      $AAWW
      Transportation Services
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    • SEC Form SC 13G/A filed by Atlas Air Worldwide Holdings NEW (Amendment)

      SC 13G/A - ATLAS AIR WORLDWIDE HOLDINGS INC (0001135185) (Subject)

      2/9/23 11:07:45 AM ET
      $AAWW
      Transportation Services
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