Page 7 of 10 – SEC Filing
CUSIP No. 00922R105 SCHEDULE 13D/A PAGE 7 OF 10 PAGES
This Amendment No. 12 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, and Amendment No. 11 thereto, filed with the SEC on March 14, 2016 (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. 12) 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 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, 11,152,425 shares of Common Stock, which represent approximately 17.5% 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.
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, 11,152,425 shares of Common Stock, representing 17.5% of the outstanding Common Stock.(2)
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.
(1) All calculations of percentage ownership in this Schedule 13D are based on approximately 63,757,553 shares of Common Stock estimated to be issued and outstanding as of May 10, 2016, as reported in the Quarterly
Report on Form 10-Q for the Quarterly Period ended March 31, 2016, which was filed by ATSG with the SEC on May 10, 2016.
(2) Excludes shares of Common Stock underlying restricted stock units granted to Mr. Teets 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.
| CUSIP No. 00922R105 | SCHEDULE 13D/A | PAGE 7 OF 10 PAGES |
This Amendment No. 12 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, and Amendment No. 11 thereto, filed with the SEC on March 14, 2016 (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. 12) 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 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, 11,152,425 shares of Common Stock, which represent approximately 17.5% 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. |
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, 11,152,425 shares of Common Stock, representing 17.5% of the outstanding Common Stock.(2)
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.
| (1) | All calculations of percentage ownership in this Schedule 13D are based on approximately 63,757,553 shares of Common Stock estimated to be issued and outstanding as of May 10, 2016, as reported in the Quarterly Report on Form 10-Q for the Quarterly Period ended March 31, 2016, which was filed by ATSG with the SEC on May 10, 2016. |
| (2) | Excludes shares of Common Stock underlying restricted stock units granted to Mr. Teets 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. |
