AMAZON COM INC - 11 Apr 2025 Form 4 Insider Report for Air Transport Services Group, Inc. (ATSG)

Role
10%+ Owner
Signature
/s/ Mark F. Hoffman, Vice President and Secretary
Issuer symbol
ATSG
Transactions as of
11 Apr 2025
Transactions value $
-$286,682,513
Form type
4
Filing time
14 Apr 2025, 16:14:15 UTC
Previous filing
08 May 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ATSG Common Stock Other -$287M -12.7M -100% $22.50 0 11 Apr 2025 See footnote F1, F2

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 Warrant (Right to Purchase Common Stock) Other -7.01M -100% 0 11 Apr 2025 Common Stock 7.01M $20.40 Direct F3, F4
transaction ATSG Warrant (Right to Purchase Common Stock) Other -14.8M -100% 0 11 Apr 2025 Common Stock 14.8M $21.53 Direct F3, F4
transaction ATSG Warrant (Right to Purchase Common Stock) Other -2.92M -100% 0 11 Apr 2025 Common Stock 2.92M $12.97 Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

AMAZON COM INC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On April 11, 2025, Stonepeak Nile MergerCo Inc., a Delaware corporation and a wholly-owned subsidiary of Stonepeak Nile Parent LLC, a Delaware limited liability company ("Acquiror"), merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Acquiror (the "Merger"). Upon the consummation of the Merger, all shares of Issuer Common Stock converted into the right to receive $22.50 cash per share, without interest (the "Merger Consideration").
F2 Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon.com, Inc., was the record holder of these shares of Issuer Common Stock.
F3 Upon the consummation of the Merger, the Warrant converted into the right to receive the Merger Consideration and was mandatorily exercised by the Issuer (on a cashless net exercise basis) for the Merger Consideration.
F4 Prior to the consummation of the Merger, the Warrant, which was issued in connection with the execution of a commercial agreement, was exercisable for shares of Issuer Common Stock, subject to certain regulatory approvals and the terms and conditions outlined in the Warrant.
F5 Upon the consummation of the Merger, the Warrant converted into the right to receive the Merger Consideration, vested (to the extent not already vested), and was mandatorily exercised by the Issuer (on a cashless net exercise basis) for the Merger Consideration.