13D Filing: Red Mountain Capital Inches Up Stake In Air Transport Services Group, Inc. (ATSG)

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Page 10 of 14 SEC Filing


CUSIP No. 00922R105    SCHEDULE 13D/A    PAGE
10
OF 14 PAGES

 

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) RMCP II and RMCP III each ceased to own any Common Stock and ceased to have any power to vote or direct the vote, or any power to dispose or direct the disposition, of
any shares of Common Stock, in each case, as of December 31, 2012.

RMP beneficially owns,
in the aggregate, 11,152,425 shares of Common Stock, which represent approximately 17.3% 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 11,152,425 shares of Common Stock.

Due to its ownership of the RSUs, RMCP
LLC may be deemed to beneficially own directly 77,929 shares of Common Stock underlying the RSUs (the RSU Shares), representing approximately 0.1% of the outstanding Common Stock (after giving effect to the RSU Shares). RMCP LLC has the
sole power to vote or direct the vote, and the sole power to dispose or direct the disposition, of the RSU Shares.

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 LLC may be deemed to beneficially own, in the aggregate, 11,230,354 shares of Common Stock, representing 17.4% of the outstanding Common Stock after giving effect
to the RSU Shares. In addition, because each of RMCM and Mr. Mesdag may be deemed to control 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 RSU Shares beneficially owned by RMCP LLC, as well as all of the shares of Common Stock beneficially owned by RMP. Therefore, each of Mr. Mesdag and RMCM may be deemed to beneficially own, in the aggregate, 11,230,354
shares of Common Stock, representing 17.4% of the outstanding Common Stock after giving effect to the RSU Shares.

Other than
shares of Common Stock beneficially owned by RMP and RMCP LLC, 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(e) of this Schedule 13D is hereby amended to include the following information:

  (e) RMCP II and RMCP III each ceased to beneficially own any Common Stock on December 31, 2012.
  (1) 

All calculations of percentage ownership in this Schedule 13D are based on approximately 64,359,057 shares of Common Stock estimated to be issued and
outstanding as of November 6, 2015, as reported in the Quarterly Report on Form 10-Q for the Quarterly Period ended September 30, 2015, which was filed by ATSG with the SEC on November 6, 2015.

Follow Air Transport Services Group Inc. (NASDAQ:ATSG)

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