| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ATSG | Common Stock | Disposed to Issuer | -$13.4M | -597K | -85.52% | $22.50 | 101K | Apr 11, 2025 | Direct | F1, F2 |
| transaction | ATSG | Common Stock | Disposed to Issuer | -$2.27M | -101K | -100% | $22.50 | 0 | Apr 11, 2025 | Direct | F3 |
| transaction | ATSG | Common Stock | Award | $0 | +115K | $0.00 | 115K | Apr 11, 2025 | Direct | F4, F5 | |
| transaction | ATSG | Common Stock | Disposed to Issuer | -$2.6M | -115K | -100% | $22.50 | 0 | Apr 11, 2025 | Direct | F4, F5 |
| transaction | ATSG | Common Stock | Options Exercise | $0 | +5.29K | $0.00 | 5.29K | Apr 11, 2025 | Direct | F6, F7 | |
| transaction | ATSG | Common Stock | Disposed to Issuer | -$119K | -5.29K | -100% | $22.50 | 0 | Apr 11, 2025 | Direct | F6, F7 |
| 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 | -5.29K | -100% | 0 | Apr 11, 2025 | Common Stock | 5.29K | Direct | F6, F7 |
Joseph C. Hete is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | 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. |
| F3 | 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 March 5, 2028 or earlier based on certain qualifying termination events. |
| F4 | Each restricted stock unit subject to one or more performance-based vesting conditions ("Company PSUs") represented a contingent right to receive one Share upon vesting of the Company PSUs. |
| F5 | Under the Merger Agreement, at the Effective Time, each Company PSU vested and was cancelled, with the holder of such Company PSU 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 PSU immediately prior to the Effective Time (assuming, for purposes of determining the number of Company PSUs, attainment of all applicable performance goals at the higher of (A) target level of performance and (B) actual level of performance measured as of the Effective Time) and (ii) the Merger Consideration. |
| F6 | 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. |
| F7 | 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. |
POA on file.