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Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Red Mountain Capital Partners | 2,326,108 | 2,326,108 | 2,326,108 | 3.9% | ||
| Red Mountain Partners | 2,326,108 | 2,326,108 | 2,326,108 | 3.9% | ||
| RMCP GP | 2,326,108 | 2,326,108 | 2,326,108 | 3.9% | ||
| Red Mountain Capital Management, Inc. 13-4057186 | 2,326,108 | 2,326,108 | 2,326,108 | 3.9% | ||
| Willem Mesdag | 2,326,108 | 2,326,108 | 2,326,108 | 3.9% |
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Page 1 of 10 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
AIR TRANSPORT SERVICES GROUP, INC.
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
00922R105
(CUSIP Number)
Red Mountain Capital Partners LLC
Attn: Willem Mesdag
10100 Santa Monica Boulevard, Suite 925
Los Angeles, California 90067
Telephone (310) 432-0200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 6, 2017
(Date
of Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on 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).
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Page 2 of 10 – SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 2 OF 10 PAGES |
| 1 | NAME I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Partners LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A (a) ☒ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS* AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,326,108 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER 2,326,108 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER None (See Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,326,108 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY 3.9% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON* OO Limited Liability Company | |||||
* See Instructions
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Page 3 of 10 – SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 3 OF 10 PAGES |
| 1 | NAME I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Partners, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A (a) ☒ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS* AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,326,108 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER 2,326,108 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER None (See Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,326,108 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY 3.9% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON* PN Limited Partnership | |||||
* See Instructions
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Page 4 of 10 – SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 4 OF 10 PAGES |
| 1 | NAME I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RMCP GP LLC 20-4442412 | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A (a) ☒ (b) ☐ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS* AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,326,108 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER 2,326,108 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER None (See Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,326,108 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY 3.9% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON* OO Limited Liability Company | |||||
* See Instructions
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Page 5 of 10 – SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 5 OF 10 PAGES |
| 1 | NAME I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Red Mountain Capital Management, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS* AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,326,108 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER 2,326,108 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER None (See Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,326,108 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY 3.9% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON* CO Corporation | |||||
* See Instructions
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Page 6 of 10 – SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 6 OF 10 PAGES |
| 1 | NAME I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Willem Mesdag | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A (a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY | |||||
| 4 | SOURCE OF FUNDS* AF (See Item 3) | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL | |||||
| 6 | CITIZENSHIP OR PLACE OF U.S. Citizen | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 2,326,108 shares (See Item 5) | ||||
| 8 | SHARED VOTING POWER None (See Item 5) | |||||
| 9 | SOLE DISPOSITIVE POWER 2,326,108 shares (See Item 5) | |||||
| 10 | SHARED DISPOSITIVE POWER None (See Item 5) | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,326,108 shares (See Item 5) | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY 3.9% (See Item 5) | |||||
| 14 | TYPE OF REPORTING PERSON* IN Individual | |||||
* See Instructions
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Page 7 of 10 – SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 7 OF 10 PAGES |
This Amendment No. 15 amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the SEC) on November 20, 2006, as amended by Amendment No. 1 thereto, filed with the SEC on September 24, 2007, Amendment No. 2 thereto, filed with the SEC on February 7, 2008, Amendment No. 3
thereto, filed with the SEC on December 3, 2008, Amendment No. 4 thereto, filed with the SEC on January 6, 2009, Amendment No. 5 thereto, filed with the SEC on February 3, 2009, Amendment No. 6 thereto, filed with the
SEC on May 26, 2009, Amendment No. 7 thereto, filed with the SEC on June 1, 2009, Amendment No. 8 thereto, filed with the SEC on August 29, 2011, Amendment No. 9 thereto, filed with the SEC on June 18, 2012,
Amendment No. 10 thereto, filed with the SEC on August 14, 2012, Amendment No. 11 thereto, filed with the SEC on March 14, 2016, Amendment No. 12 thereto, filed with the SEC on June 23, 2016, Amendment No. 13
thereto, filed with the SEC on July 15, 2016, and Amendment No. 14 thereto, filed with the SEC on June 2, 2017 (together, this Schedule 13D), by (i) Red Mountain Capital Partners LLC, a Delaware limited liability
company (RMCP LLC), (ii) Red Mountain Partners, L.P., a Delaware limited partnership (RMP), (iii) RMCP GP LLC, a Delaware limited liability company (RMCP GP), (iv) Red Mountain Capital Management,
Inc., a Delaware corporation (RMCM), and (v) Willem Mesdag, a natural person and citizen of the United States of America, with respect to the common stock, par value $0.01 per share (the Common Stock), of Air Transport
Services Group, Inc., a Delaware corporation (ATSG), formerly known as ABX Holdings, Inc. and ABX Air, Inc.
RMCP LLC, RMP and
RMCP GP are sometimes collectively referred to herein as Red Mountain. Red Mountain, RMCM and Mr. Mesdag are sometimes collectively referred to herein as the Reporting Persons. The filing of any amendment to this
Schedule 13D (including the filing of this Amendment No. 15) shall not be construed to be an admission by the Reporting Persons that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is
required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.
This Amendment
No. 15 will constitute an exit filing with respect to this Schedule 13D filed by the Reporting Persons.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Items 5(a) and 5(b) of this Schedule 13D are hereby amended and
restated as follows:
| (a)-(b) | RMP beneficially owns, in the aggregate, 2,326,108 shares of Common Stock, which represent approximately 3.9% of the outstanding Common Stock.(1) RMP has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of all such 2,326,108 shares of Common Stock. |
Because each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed to control RMP, each of RMCP GP, RMCP LLC, RMCM and Mr. Mesdag
may be deemed to beneficially own, and to have the power to vote or direct the vote, or dispose or direct the disposition, of all of the Common Stock beneficially owned by RMP. As a result, RMCP GP, RMCP LLC, RMCM and Mr. Mesdag may be deemed
to beneficially own, in the aggregate, 2,326,108 shares of Common Stock, representing 3.9% of the outstanding Common Stock.(2)
| (1) | All calculations of percentage ownership in this Schedule 13D are based on approximately 59,503,749 shares of Common Stock estimated to be issued and outstanding as of May 30, 2017, and giving effect to the retirement of 380,637 shares of Common Stock purchased by ATSG from the Underwriter pursuant to the Underwriting Agreement, in each case as reported in the prospectus supplement filed by ATSG with the SEC on May 31, 2017. |
| (2) | Excludes 87,626 shares of Common Stock underlying restricted stock units previously granted to J. Christopher Teets, a Partner of RMCP LLC, in connection with his service on the board of directors of ATSG that may be transferable to RMCP LLC upon cessation of Mr. Teets service thereon. |
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Page 8 of 10 – SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 8 OF 10 PAGES |
Other than shares of Common Stock beneficially owned by RMP, and other than, in the case of Mr. Teets,
shares of Common Stock underlying restricted stock units granted to Mr. Teets in connection with his service on the board of directors of ATSG, none of the Reporting Persons or Mr. Teets may be deemed to beneficially own any shares of
Common Stock.
Each of RMCP LLC, RMP and RMCP GP affirms membership in a group with each other but disclaims membership in a group with
RMCM or Mr. Mesdag. Each of RMCM and Mr. Mesdag disclaims membership in a group with any person.
The filing of this
Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. Without limiting the foregoing sentence,
each of RMCM and Mr. Mesdag disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D. In addition, the filing of this Schedule 13D shall not be construed as an admission that any partner, member,
director, officer or affiliate of any Reporting Person is the beneficial owner of any of the shares of Common Stock that such partner, member, director, officer or affiliate may be deemed to beneficially own. Without limiting the foregoing sentence,
Mr. Teets disclaims beneficial ownership of all shares of Common Stock reported in this Schedule 13D.
Item 5(c) of this Schedule 13D
is hereby amended to include the following information:
| (c) | As previously disclosed, on May 31, 2017, RMP entered into an underwriting agreement (the Underwriting Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Underwriter) and ATSG, pursuant to which RMP agreed to sell 4,377,330 shares of Common Stock to the Underwriter at an aggregate purchase price of approximately $98,139,739. The closing of such sale occurred on June 6, 2017. |
Item 5(e) of this Schedule 13D is hereby amended to include the following information:
| (e) | Each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the outstanding Common Stock as of June 6, 2017, following the sale of Common Stock by RMP pursuant to the Underwriting Agreement. Therefore, this Amendment No. 15 will constitute the final amendment to this Schedule 13D and an exit filing for each of the Reporting Persons, and will terminate the obligations of the Reporting Persons to further amend this Schedule 13D. |
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Page 9 of 10 – SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 9 OF 10 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: June 6, 2017
| RED MOUNTAIN CAPITAL PARTNERS LLC | ||||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | Authorized Signatory | |||
| RED MOUNTAIN PARTNERS, L.P. | ||||
| By: | RMCP GP LLC, its general partner | |||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | Authorized Signatory | |||
| RMCP GP LLC | ||||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | Authorized Signatory | |||
| RED MOUNTAIN CAPITAL MANAGEMENT, INC. | ||||
| /s/ Willem Mesdag | ||||
| By: | Willem Mesdag | |||
| Title: | President | |||
| WILLEM MESDAG | ||||
| /s/ Willem Mesdag | ||||
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Page 10 of 10 – SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 10 OF 10 PAGES |
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | |
| 1 | Joint Filing Agreement, dated as of November 20, 2006, by and among certain of the Reporting Persons (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Reporting Persons with the SEC on November 20, 2006). | |
| 2 | Letter, dated as of September 24, 2007, from Red Mountain Capital Partners LLC to the board of directors of ABX Air, Inc. (incorporated by reference to Exhibit 2 to the Amendment No. 1 to this Schedule 13D filed by the Reporting Persons with the SEC on September 24, 2007). | |
| 3 | Confidentiality and Standstill Agreement, dated as of February 6, 2008, by and between ABX Holdings, Inc. and Red Mountain Capital Partners LLC (incorporated by reference to Exhibit 3 to the Amendment No. 2 to this Schedule 13D filed by the Reporting Persons with the SEC on February 7, 2008). | |
| 4 | Confidentiality and Standstill Agreement, dated as of February 2, 2009, by and between Air Transport Services Group, Inc. and Red Mountain Capital Partners LLC (incorporated by reference to Exhibit 4 to the Amendment No. 5 to this Schedule 13D filed by the Reporting Persons with the SEC on February 3, 2009). | |
| 5 | First Amendment to Confidentiality and Standstill Agreement, dated as of June 11, 2012, by and between Air Transport Services Group, Inc. and Red Mountain Capital Partners LLC (incorporated by reference to Exhibit 10.1 of the Form 8-K filed by ATSG with the SEC on June 18, 2012). | |
| 6 | Joint Filing Agreement dated as of March 11, 2016, by and among the Reporting Persons (incorporated by reference to Exhibit 6 to the Amendment No. 11 to this Schedule 13D filed by the Reporting Persons with the SEC on March 14, 2016). | |
| 7 | Voting Agreement dated as of March 8, 2016, by and among Red Mountain Partners, L.P., Amazon.com, Inc., and Air Transport Services Group, Inc. (incorporated by reference to Exhibit 7 to the Amendment No. 11 to this Schedule 13D filed by the Reporting Persons with the SEC on March 14, 2016). | |
| 8 | Securities Purchase Agreement, dated as of June 21, 2016, by and between Air Transport Services Group, Inc. and Red Mountain Partners, L.P. (incorporated by reference to Exhibit 8 to the Amendment No. 12 to this Schedule 13D filed by the Reporting Persons with the SEC on June 23, 2016). | |
| 9 | Underwriting Agreement, dated May 31, 2017, by and among Air Transport Services Group, Inc., Red Mountain Partners, L.P. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 1.1 to the Form 8-K filed by ATSG with the SEC on June 2, 2017). | |
| 10 | Form of the Lock-Up Agreement, entered into on May 31, 2017, by Red Mountain Partners, L.P. with Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit C to the Underwriting Agreement filed as Exhibit 1.1 to the Form 8-K filed by ATSG with the SEC on June 2, 2017). | |
