Francisco Gonzalez - Jan 25, 2022 Form 3 Insider Report for Sky Harbour Group Corp (SKYH)

Role: Chief Financial Officer
Signature: /s/ Gerald Adler, Attorney-in-Fact
Stock symbol: SKYH
Transactions as of: Jan 25, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/4/2022, 03:56 PM
Next filing: May 19, 2022

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
holding	SKYH	Incentive Units of Sky Harbour LLC							Jan 25, 2022	Class A Common Stock	1.62M		Direct	F1

Showing 1 to 1 of 1 entries

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects Incentive Units of Sky Harbour LLC ("Incentive Units") which are profits interests that are economically similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into common units of Sky Harbour LLC pursuant to the terms thereof, which then may be tendered for redemption by the Reporting Person for shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to the terms of the Third Amended and Restated Operating Agreement of Sky Harbour LLC. Twenty-five percent of these Incentive Units vest on May 13, 2022 and seventy-five percent of these Incentive Units vest in thirty-six equal monthly installments beginning on May 13, 2022.

Content

Reflects Incentive Units of Sky Harbour LLC ("Incentive Units") which are profits interests that are economically similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into common units of Sky Harbour LLC pursuant to the terms thereof, which then may be tendered for redemption by the Reporting Person for shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to the terms of the Third Amended and Restated Operating Agreement of Sky Harbour LLC. Twenty-five percent of these Incentive Units vest on May 13, 2022 and seventy-five percent of these Incentive Units vest in thirty-six equal monthly installments beginning on May 13, 2022.

Remarks:

Exhibit 24 - Power of Attorney.