Statement of Changes in Beneficial Ownership (4)
22 3월 2023 - 3:08AM
Edgar (US Regulatory)
FORM 4
☐
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Forbes James Anthony |
2. Issuer Name and Ticker or Trading Symbol
ATLAS AIR WORLDWIDE HOLDINGS INC
[
AAWW
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP & COO |
(Last)
(First)
(Middle)
2000 WESTCHESTER AVE, C/O ATLAS AIR WORLDWIDE HOLDINGS, INC. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/17/2023 |
(Street)
PURCHASE, NY 10577-2530 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
(City)
(State)
(Zip)
|
Rule 10b5-1(c) Transaction Indication
☐
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock, $0.01 par value | 3/17/2023 | | D | | 31145 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Performance Stock Units | (2) | 3/17/2023 | | A | | 10675 | | (2) | (2) | Common Stock | 10675 | $0.00 | 10675 | D | |
Performance Stock Units | (2) | 3/17/2023 | | D | | | 10675 | (2) | (2) | Common Stock | 10675 | (2) | 0 | D | |
Explanation of Responses: |
(1) | On March 17, 2023 (the "Effective Time"), pursuant to that certain Agreement and Plan of Merger, dated as of August 4, 2022 (the "Merger Agreement"), by and among Atlas Air Worldwide Holdings, Inc. (the "Company"), Rand Parent, LLC, a Delaware limited liability company ("Parent"), and Rand Merger Sub, Inc., a wholly owned subsidiary of Parent ("MergerCo"), MergerCo merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each share of the Company's common stock reported in this Form 4 was converted into the right to receive $102.50 in cash, without interest (the "Merger Consideration"). |
(2) | Pursuant to the Merger Agreement, each outstanding performance stock unit ("PSU") vested (assuming the maximum level of performance achievement) and was canceled in exchange for a cash payment equal to the number of shares of the Company's common stock underlying such PSU immediately prior to the Effective Time multiplied by the Merger Consideration, less any applicable withholding for taxes. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Forbes James Anthony 2000 WESTCHESTER AVE C/O ATLAS AIR WORLDWIDE HOLDINGS, INC. PURCHASE, NY 10577-2530 |
|
| EVP & COO |
|
Signatures
|
/s/ Shannon Collins, as Attorney-in-Fact | | 3/21/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Atlas Air Worldwide (NASDAQ:AAWW)
과거 데이터 주식 차트
부터 9월(9) 2024 으로 10월(10) 2024
Atlas Air Worldwide (NASDAQ:AAWW)
과거 데이터 주식 차트
부터 10월(10) 2023 으로 10월(10) 2024
Atlas Air Worldwide Holdings (나스닥)의 실시간 뉴스: 최근 기사 0
More Atlas Air Worldwide Holdings Inc News Articles