Page 9 of 14 SEC Filing
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 9 OF 14 PAGES |
This Amendment No. 11 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, and Amendment No. 10 thereto, filed with the SEC on August 14, 2012 (together, this Schedule 13D), by (i) Red Mountain Capital Partners LLC, a Delaware limited liability company (RMCP LLC),
(ii) Red Mountain Capital Partners II, L.P., a Delaware limited partnership (RMCP II), (iii) Red Mountain Capital Partners III, L.P., a Delaware limited partnership (RMCP III), (iv) RMCP GP LLC, a Delaware
limited liability company (RMCP GP), (v) Red Mountain Capital Management, Inc., a Delaware corporation (RMCM), and (vi) 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. Through this Amendment No. 11,
Red Mountain Partners, L.P., a Delaware limited partnership (RMP), joins as a filer of this Schedule 13D. In addition, this Amendment No. 11 will constitute an exit filing for RMCP II and RMCP III. RMCP LLC, RMCP II, RMCP III,
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. 11) 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.
| ITEM 2. | IDENTITY AND BACKGROUND. |
Item 2 of
this Schedule 13D is hereby amended to include the following information:
Red Mountain Partners, L.P., a Delaware limited
partnership (RMP), joins as a filer of this Schedule 13D. RMCP GP is the general partner of RMP and thus may be deemed to control RMP. The principal executive offices of RMP are located at 10100 Santa Monica Boulevard, Suite 925, Los
Angeles, California 90067. The principal business of RMP is investment. RMP was not formed for the specific purpose of investing in the securities of ATSG.
During the last five years, RMP has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which RMP was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
| ITEM 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
Item 3 of this Schedule 13D is hereby amended to include the following information:
Amendment No. 10 to this Schedule 13D, which was filed with the SEC on August 14, 2012, reported that RMCP II and RMCP III held in the aggregate 10,550,425 shares of Common Stock. Between August 14,
2012 and August 16, 2012, RMCP II acquired an additional 602,000 shares of Common Stock using its own working capital increasing the aggregate Common Stock held by RMCP II and RMCP III to 11,152,425 shares.
Prior to December 31, 2012, RMP was the sole limited partner of each of RMCP II and RMCP III, and RMCP GP was the sole general partner of
each of RMP, RMCP II and RMCP III. On December 31, 2012 as part of an internal restructuring, RMCP II and RMCP III distributed all Common Stock held by them to RMP in a transaction that resulted in a change in the form of ownership of such Common
Stock by RMP but not in a change in pecuniary interest in such Common Stock by RMP or a change in the control over such Common Stock by RMCP GP and RMCP LLC. As a result of such internal restructuring, RMP became the direct holder of these shares of
Common Stock, and RMCP II and RMCP III ceased to beneficially own any Common Stock. Each of RMCP II and RMCP III was subsequently dissolved.
In connection with Mr. Teets service on the Board of ATSG since 2009, ATSG has issued Mr. Teets, in the aggregate, 77,929 restricted stock units for a zero purchase price (the
RSUs) as part of his director compensation, all of which RSUs are fully vested. Mr. Teets has transferred beneficial ownership of all such RSUs to RMCP LLC.
