Jeffrey A. Dominick - Apr 11, 2025 Form 4 Insider Report for Air Transport Services Group, Inc. (ATSG)

Role
President
Signature
/s/ W. Joseph Payne for Jeffrey A. Dominick
Stock symbol
ATSG
Transactions as of
Apr 11, 2025
Transactions value $
-$1,975,320
Form type
4
Date filed
4/15/2025, 04:22 PM
Previous filing
Dec 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ATSG Common Stock Disposed to Issuer -$33.8K -1.5K -100% $22.50 0 Apr 11, 2025 Fidelity Managed Advisory Account F1, F2
transaction ATSG Common Stock Disposed to Issuer -$1.2M -53.1K -61.57% $22.50 33.2K Apr 11, 2025 Direct F1, F3
transaction ATSG Common Stock Disposed to Issuer -$746K -33.2K -100% $22.50 0 Apr 11, 2025 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeffrey A. Dominick is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents securities disposed of under the Agreement and Plan of Merger by and between Air Transport Services Group, Inc. ("Company"), Stonepeak Nile Parent LLC, a Delaware limited liability company ("Parent") and Stonepeak Nile MergerCo Inc., a Delaware corporation and wholly-owned subsidiary of Parent, dated as of November 3, 2024 (the "Merger Agreement"). At the effective time of the merger contemplated by the Merger Agreement (the "Effective Time"), each issued and outstanding share of common stock of the Company ("Share") was cancelled and converted into the right to receive $22.50 in cash (the "Merger Consideration"), without interest thereon.
F2 These shares were purchased by Westview Investment Advisors, which oversees a Fidelity Managed Advisory Account for the benefit of Amy Stepnowski and Jeffrey Dominick on a fully discretionary basis. While Ms. Stepnowski and Mr. Dominick are removed from any and all investment activity and management of this account, Mr. Dominick has notified the Company of the Westview Investment Advisors purchase of these shares through Fidelity Investment Management.
F3 Includes Shares subject to time-based vesting conditions ("Company Restricted Stock") that were granted prior to the date of the Merger Agreement and disposed of under the Merger Agreement. Each Share of Company Restricted Stock granted prior to the date of the Merger Agreement fully vested, with the holder of such Company Restricted Stock becoming entitled to receive a lump-sum cash payment, without interest, equal to the product, rounded to the nearest cent, of (i) the number of Shares subject to such Company Restricted Stock award immediately prior to the Effective Time and (ii) the Merger Consideration.
F4 Represents Company Restricted Stock granted after the date of the Merger Agreement and prior to the Effective Time. Each such Share of Company Restricted Stock granted following the date of the Merger Agreement and prior to the Effective Time was converted into the right to receive a cash payment equal to the Merger Consideration upon vesting on December 18, 2027 or earlier based on certain qualifying termination events.

Remarks:

POA on file.