Beverly K. Goulet - Mar 17, 2023 Form 4 Insider Report for ATLAS AIR WORLDWIDE HOLDINGS INC (AAWW)

Role: 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, 02:12 PM
Previous filing: Jun 1, 2022
Next filing: May 17, 2023

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		-3.08K	-100%		0	Mar 17, 2023	Common Stock	3.08K		Direct	F1

* 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. Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU"), including each RSU deferred under the Company's Non-Employee Director Restricted Stock Unit Deferral Program, 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 $102.50, less any applicable withholding for taxes.

Content

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 outstanding restricted stock unit ("RSU"), including each RSU deferred under the Company's Non-Employee Director Restricted Stock Unit Deferral Program, 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 $102.50, less any applicable withholding for taxes.