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

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Page 11 of 14 SEC Filing


CUSIP No. 00922R105    SCHEDULE 13D/A    PAGE
11
OF 14 PAGES

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of this Schedule 13D is hereby amended to include the following information:

On March 8, 2016, RMP entered into a voting agreement with Amazon.com, Inc. (Amazon) and ATSG (the Voting
Agreement), pursuant to which RMP has agreed to vote all of its shares of Common Stock in favor of, among other things, an amendment to ATSGs certificate of incorporation that would authorize a sufficient number of shares to permit the
exercise in full of certain warrants granted to Amazon in connection with commercial agreements whereby ATSG agreed to operate an air cargo network to serve Amazon customers in the United States. The Voting Agreement also contains a restriction on
RMPs ability to sell its shares of Common Stock until immediately following ATSGs annual meeting of stockholders to be held in the 2016 calendar year.

The Voting Agreement will terminate upon the earliest to occur of several events, but no later than immediately following ATSGs annual meeting of stockholders to be held in the 2017 calendar year;
provided that the restrictions on RMPs ability to sell its shares of Common Stock shall terminate immediately after ATSGs annual meeting of stockholders to be held in the 2016 calendar year.

The foregoing references to and description of the Voting Agreement do not purport to be complete and are subject, and are qualified in
their entirety by reference, to the full text of the Voting Agreement, which is incorporated by reference in this Item 6.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.

Item 7 of this Schedule 13D is hereby amended to include the following information:

Exhibit No.

  

Description of Exhibit

6    Joint Filing Agreement dated as of March 11, 2016, by and among the Reporting Persons (filed herewith).
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. (filed
herewith).

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

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