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

Role
EVP & CMO
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, 02:08 PM
Previous filing
Mar 2, 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 -140K -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 -13.9K -100% 0 Mar 17, 2023 Common Stock 13.9K Direct F2
transaction AAWW Performance Stock Units Award $0 +16.7K $0.00 16.7K Mar 17, 2023 Common Stock 16.7K Direct F3
transaction AAWW Performance Stock Units Disposed to Issuer -16.7K -100% 0 Mar 17, 2023 Common Stock 16.7K 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.