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Home > Insider Trading > Latest 13D and 13G Filings > 13G Filing (0001319244-21-000171)

Filing Details

Accession Number:
0001319244-21-000171
Form Type:
13G Filing
Publication Date:
2021-03-19 16:26:52
Filed By:
Integrated Core Strategies (us) Llc
Company:
Mesa Air Group Inc (NASDAQ:MESA)
Filing Date:
2021-03-19
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Integrated Core Strategies (US) 0 1,492 0 1,492 1,492 0.0%
Integrated Assets II 0 364,576 0 364,576 364,576 1.0%
ICS Opportunities II 0 49,735 0 49,735 49,735 0.1%
ICS Opportunities, Ltd 0 146,552 0 146,552 146,552 0.4%
Integrated Assets, Ltd 0 2,101 0 2,101 2,101 0.0%
Millennium International Management 0 562,964 0 562,964 562,964 1.6%
Millennium Management 0 564,456 0 564,456 564,456 1.6%
Millennium Group Management 0 564,456 0 564,456 564,456 1.6%
Israel A. Englander 0 564,456 0 564,456 564,456 1.6%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

MESA AIR GROUP, INC.
(Name of Issuer)

COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)

590479135
(CUSIP Number)

MARCH 10, 2021
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

The information required in 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).


                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
2
   of   
17
1
 NAMES OF REPORTING PERSONS
 
 Integrated Core Strategies (US) LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 1,492 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 1,492
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 1,492
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.0%
12 TYPE OF REPORTING PERSON

 OO
                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
3
   of   
17
1
 NAMES OF REPORTING PERSONS
 
 Integrated Assets II LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 364,576 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 364,576
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 364,576
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.0%
12 TYPE OF REPORTING PERSON

 OO
                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
4
   of   
17
1
 NAMES OF REPORTING PERSONS
 
 ICS Opportunities II LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 49,735 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 49,735 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 49,735
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.1%
12 TYPE OF REPORTING PERSON

 OO
                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
5
   of   
17
1
 NAMES OF REPORTING PERSONS
 
 ICS Opportunities, Ltd.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 146,552 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 146,552 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 146,552
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.4%
12 TYPE OF REPORTING PERSON

 CO
                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
6
   of   
17
1
 NAMES OF REPORTING PERSONS
 
 Integrated Assets, Ltd.
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 2,101 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 2,101 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,101
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 0.0%
12 TYPE OF REPORTING PERSON

 CO
                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
7
   of   
17
1
 NAMES OF REPORTING PERSONS
 
 Millennium International Management LP
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 562,964 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 562,964 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 562,964
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.6%
12 TYPE OF REPORTING PERSON

 PN
                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
8
   of   
17
1
 NAMES OF REPORTING PERSONS
 
 Millennium Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 564,456 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 564,456 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 564,456
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.6%
12 TYPE OF REPORTING PERSON

 OO
                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
9
   of   
17
1
 NAMES OF REPORTING PERSONS
 
 Millennium Group Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 564,456 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 564,456 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 564,456
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.6%
12 TYPE OF REPORTING PERSON

 OO
                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
10
   of   
17
1
 NAMES OF REPORTING PERSONS
 
 Israel A. Englander
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 564,456 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 564,456 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 564,456
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 1.6%
12
 TYPE OF REPORTING PERSON

 IN
                     
CUSIP No.
  
590479135

 SCHEDULE 13G

 Page  
11
   of   
17
 
Item 1.    
 
 (a) Name of Issuer:
 
    
 
  Mesa Air Group, Inc., a Nevada corporation (the "Issuer").
 
    
 
 (b) Address of Issuers Principal Executive Offices:
 
    
 
 

410 North 44th Street, Suite 700
Phoenix, Arizona 85008

     
Item 2.
 (a) Name of Person Filing:
 
 (b) Address of Principal Business Office:
 
 (c) Citizenship:
     
 
  Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
399 Park Avenue
New York, New York 10022
Citizenship: Delaware
 
    
 
  Integrated Assets II LLC
c/o Millennium International Management LP
399 Park Avenue
New York, New York 10022
Citizenship: Cayman Islands
 
    
 
  ICS Opportunities II LLC
c/o Millennium International Management LP
399 Park Avenue
New York, New York 10022
Citizenship: Cayman Islands
 
    
 
  ICS Opportunities, Ltd.
c/o Millennium International Management LP
399 Park Avenue
New York, New York 10022
Citizenship: Cayman Islands
 
    
 
  Integrated Assets, Ltd.
c/o Millennium International Management LP
399 Park Avenue
New York, New York 10022
Citizenship: Cayman Islands
 
    
 
  Millennium International Management LP
399 Park Avenue
New York, New York 10022
Citizenship: Delaware
 
    
 
  Millennium Management LLC
399 Park Avenue
New York, New York 10022
Citizenship: Delaware
 
    
 
  Millennium Group Management LLC
399 Park Avenue
New York, New York 10022
Citizenship: Delaware
 
    
 
  Israel A. Englander
c/o Millennium Management LLC
399 Park Avenue
New York, New York 10022
Citizenship: United States
 
    
  (d) Title of Class of Securities:
common stock, no par value ("Common Stock")
 
  (e) CUSIP Number:
     
    590479135
                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
12
   of   
17

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
             
 
  (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
                     
CUSIP No.
  
590479135

 SCHEDULE 13G

 Page  
13
   of   
17
             
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
             
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned

   As of the close of business on March 10, 2021, the reporting persons beneficially owned an aggregate of 1,783,143 shares of the Issuers Common Stock or 5.0% of the Issuers Common Stock outstanding.

   Thereafter, as of the close of business on March 18, 2021:

   i) Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies"), beneficially owned 1,492 shares of the Issuers Common Stock;

   ii) Integrated Assets II LLC, a Cayman Islands limited liability company ("Integrated Assets II"), beneficially owned 364,576 shares of the Issuers Common Stock;

   iii) ICS Opportunities II LLC, a Cayman Islands limited liability company ("ICS Opportunities II"), beneficially owned 49,735 shares of the Issuers Common Stock;

   iv) ICS Opportunities, Ltd., an exempted company organized under the laws of the Cayman Islands ("ICS Opportunities"), beneficially owned 146,552 shares of the Issuers Common Stock; and

   v) Integrated Assets, Ltd., an exempted company organized under the laws of the Cayman Islands ("Integrated Assets"), beneficially owned 2,101 shares of the Issuers Common Stock, which together with the shares of the Issuers Common Stock beneficially owned by Integrated Core Strategies, Integrated Assets II, ICS Opportunities II and ICS Opportunities represented 564,456 shares of the Issuers Common Stock or 1.6% of the Issuers Common Stock outstanding.

   Millennium International Management LP, a Delaware limited partnership ("Millennium International Management"), is the investment manager to Integrated Assets II, ICS Opportunities II, ICS Opportunities and Integrated Assets and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Assets II, ICS Opportunities II, ICS Opportunities and Integrated Assets.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of the 100% owner of Integrated Assets II, ICS Opportunities II, ICS Opportunities and Integrated Assets and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Assets II, ICS Opportunities II, ICS Opportunities and Integrated Assets.

   Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Assets II, ICS Opportunities II, ICS Opportunities and Integrated Assets.

   The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies, Integrated Assets II, ICS Opportunities II, ICS Opportunities and Integrated Assets.

   The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Integrated Assets II, ICS Opportunities II, ICS Opportunities or Integrated Assets, as the case may be.

(b) Percent of Class:   

   As of the close of business on March 18, 2021, Millennium Management, Millennium Group Management and Mr. Englander may be deemed to have beneficially owned 564,456 shares of the Issuers Common Stock or 1.6% of the Issuers Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 35,568,290 shares of the Issuers Common Stock outstanding as of January 29, 2021, as reported in the Issuers Form 10-Q filed on February 9, 2021.

                     
CUSIP No.
  
590479135

 SCHEDULE 13G

 Page  
14
   of   
17

 (c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

   -0-

(ii) Shared power to vote or to direct the vote

   564,456 (See Item 4(b))

 (iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   564,456 (See Item 4(b))

Item 5. Ownership of Five Percent or Less of a Class

   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

    Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

    Not applicable.

Item 8. Identification and Classification of Members of the Group

    See Exhibit I.

Item 9. Notice of Dissolution of Group

    Not applicable.

Item 10. Certification 

   By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
15
   of   
17

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of March 18, 2021, by and among Integrated Core Strategies (US) LLC, Integrated Assets II LLC, ICS Opportunities II LLC, ICS Opportunities, Ltd., Integrated Assets, Ltd., Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.

                     
CUSIP No.
  
590479135

SCHEDULE 13G

 Page  
16
   of   
17
                     
     

SIGNATURE

              

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: March 18, 2021

INTEGRATED CORE STRATEGIES (US) LLC

By: Integrated Holding Group LP,
       its Managing Member

By: Millennium Management LLC,
       its General Partner

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

INTEGRATED ASSETS II LLC

By: Millennium International Management LP,
       its Investment Manager

By: /s/ Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

ICS OPPORTUNITIES II LLC

By: Millennium International Management LP,
       its Investment Manager

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

ICS OPPORTUNITIES, LTD.

By: Millennium International Management LP,
       its Investment Manager

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

INTEGRATED ASSETS, LTD.

By: Millennium International Management LP,
       its Investment Manager

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

MILLENNIUM INTERNATIONAL MANAGEMENT LP

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

MILLENNIUM MANAGEMENT LLC

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

MILLENNIUM GROUP MANAGEMENT LLC

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

/s/ Israel A. Englander

Israel A. Englander