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    SEC Form SC 13G/A filed

    3/8/21 5:13:51 PM ET
    $AAWW
    Transportation Services
    Consumer Discretionary
    Get the next $AAWW alert in real time by email
    SC 13G/A 1 d118505dsc13ga.htm SC 13G/A SC 13G/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934

    (Amendment No. 6)*

     

     

    Atlas Air Worldwide Holdings, Inc.

    (Name of Issuer)

    Common Stock, par value $0.01 per share

    (Title of Class of Securities)

    049164205

    (CUSIP Number)

    March 8, 2021

    (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, as amended (“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

        1.     

    Names of Reporting Persons

    I.R.S. Identification No. of Above Persons (Entities Only)

     

    Amazon.com, Inc.

    91-1646860

        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

             5.   

    Sole Voting Power*

     

    301,280

     

    Number of

    Shares

    Beneficially

    Owned by

    Each

    Reporting

    Person

    With

        6.     

    Shared Voting Power

     

    0

        7.   

    Sole Dispositive Power*

     

    301,280

                   8.   

    Shared Dispositive Power

     

    0

        9.     

    Aggregate Amount Beneficially Owned by Each Reporting Person*

     

    301,280

      10.     

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

     

      11.     

    Percent of Class Represented by Amount in Row (9)**

     

    1.0%

      12.     

    Type of Reporting Person (See Instructions)

     

    CO

     

    *

    See Item 4 below.

    **

    Based on 28,797,747 shares of common stock, par value $0.01 per share (“Common Stock”) of Atlas Air Worldwide Holdings, Inc. (the “Issuer”) outstanding as of February 12, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on February 18, 2021, plus 301,280 shares of Common Stock issuable upon exercise of the Warrants (as defined below) as of March 8, 2021.

     

    Page 2 of 5


    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(s) Filing

     

    Amazon.com, Inc.

    (b)   

    Address of Principal Business Office or, if none, Residence

     

    410 Terry Avenue North

    Seattle, Washington 98109

    (c)   

    Citizenship

     

    Delaware

    (d)   

    Title of Class of Securities

     

    Common Stock, par value $0.01 per share

    (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:

    Not applicable.

     

    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: 301,280*

     

    (b)

    Percentage of class: 1.0%**

     

    (c)

    Number of shares as to which the person has:

     

      (i)

    Sole power to vote or direct the vote: 301,280

     

      (ii)

    Shared power to vote or direct the vote: 0

     

      (iii)

    Sole power to dispose or to direct the disposition of: 301,280

     

      (iv)

    Shared power to dispose or to direct the disposition of: 0

     

    *

    On May 4, 2016, pursuant to an Investment Agreement, dated as of May 4, 2016 (the “2016 Investment Agreement”), by and between Amazon.com, Inc. (“Amazon”) and the Issuer, the Issuer issued Amazon

     

    Page 3 of 5


      warrants (the “2016 Warrants”) to acquire up to 11,250,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), which initially became exercisable with respect to a portion of the shares subject to the 2016 Warrants after the occurrence of the Issuer’s special meeting of stockholders on September 20, 2016. On March 27, 2019, pursuant to an Investment Agreement, dated as of March 27, 2019 (the “2019 Investment Agreement”), by and between Amazon and the Issuer, the Issuer issued Amazon a warrant (the “2019 Warrant,” and together with the 2016 Warrants, the “Warrants”) to acquire up to an additional 6,632,576 shares of Common Stock. In connection with the 2019 Investment Agreement, Amazon and the Issuer amended certain provisions of the 2016 Investment Agreement and 2016 Warrants to include the Beneficial Ownership Limitation (as defined below). Shares of Common Stock subject to the Warrants vest and become exercisable upon the achievement of certain commercial milestones, subject to certain regulatory approvals and the terms and conditions outlined in the Warrants.

    The maximum number of shares of Common Stock that are currently exercisable is determined under the Warrants (as amended), which provide that Amazon is prohibited from exercising the Warrants for such number of shares of Common Stock as would exceed 4.999% beneficial ownership of all outstanding Common Stock, subject to certain exceptions (the “Beneficial Ownership Limitation”). As of March 27, 2019, Amazon became the beneficial owner of less than five percent of the shares of Common Stock of the Issuer due to the Beneficial Ownership Limitation; however, Amazon determined to voluntarily continue to report its beneficial ownership of Common Stock at that time. Amazon is currently the beneficial owner of less than five percent of the shares of Common Stock of the Issuer without regard to the Beneficial Ownership Limitation. As a result, Amazon has determined to cease voluntarily reporting its beneficial ownership of Common Stock.

     

    **

    Based on 28,797,747 shares of Common Stock of the Issuer outstanding as of February 12, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on February 18, 2021, plus 301,280 shares of Common Stock issuable upon exercise of the Warrants as of March 8, 2021.

     

    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.

     

    Item 8.

    Identification and Classification of Members of the Group

    Not applicable.

     

    Item 9.

    Notice of Dissolution of Group

    Not applicable.

     

    Item 10.

    Certification

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

     

    Page 4 of 5


    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: March 8, 2021

     

    AMAZON.COM, INC.
    By:   /s/ David A. Zapolsky
     

    David A. Zapolsky

    Senior Vice President

     

    Page 5 of 5

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