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

Role
Director
Signature
/s/ W. Joseph Payne for Jeffrey J. Vorholt
Stock symbol
ATSG
Transactions as of
Apr 11, 2025
Transactions value $
-$3,397,410
Form type
4
Date filed
4/15/2025, 04:27 PM
Previous filing
Mar 7, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ATSG Common Stock Disposed to Issuer -$1.21M -53.6K -100% $22.50 0 Apr 11, 2025 Direct F1
transaction ATSG Common Stock Options Exercise $0 +97.4K $0.00 97.4K Apr 11, 2025 Direct F2, F3
transaction ATSG Common Stock Disposed to Issuer -$2.19M -97.4K -100% $22.50 0 Apr 11, 2025 Direct F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ATSG Restricted Stock Units Options Exercise -97.4K -100% 0 Apr 11, 2025 Common Stock 97.4K Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeffrey J. Vorholt 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 Each restricted stock unit subject to one or more time-based vesting conditions ("Company RSUs") represented a contingent right to receive one Share upon vesting of the Company RSUs.
F3 Under the Merger Agreement, at the Effective Time, each Company RSU vested and was cancelled, with the holder of such Company RSU 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 RSU immediately prior to the Effective Time and (ii) the Merger Consideration.

Remarks:

POA on file.