John Dietrich - Mar 17, 2023 Form 4 Insider Report for ATLAS AIR WORLDWIDE HOLDINGS INC (AAWW)

Role: President & CEO, Director
Signature: /s/ Shannon Collins, as Attorney-in-Fact
Stock symbol: AAWW
Transactions as of: Mar 17, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/21/2023, 01:52 PM
Previous filing: Mar 17, 2023
Next filing: Jun 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AAWW	Common Stock, $0.01 par value	Disposed to Issuer		-122K	-100%		0	Mar 17, 2023	Direct	F1

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	AAWW	Restricted Stock Units	Disposed to Issuer		-23.4K	-100%		0	Mar 17, 2023	Common Stock	23.4K		Direct	F2
transaction	AAWW	Performance Stock Units	Award	$0	+26.8K		$0.00	26.8K	Mar 17, 2023	Common Stock	26.8K		Direct	F3
transaction	AAWW	Performance Stock Units	Disposed to Issuer		-26.8K	-100%		0	Mar 17, 2023	Common Stock	26.8K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	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. Unless otherwise agreed, 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").
F2	Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU") vested and was canceled in exchange for a cash payment equal to the number of shares of the Company's common stock underlying such RSU immediately prior to the Effective Time multiplied by the Merger Consideration, less any applicable withholding for taxes.
F3	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.