Michael L. Berger - Dec 18, 2024 Form 4 Insider Report for Air Transport Services Group, Inc. (ATSG)

Role: Chief Executive Officer, Director
Signature: /s/ W. Joseph Payne for Michael L. Berger
Stock symbol: ATSG
Transactions as of: Dec 18, 2024
Transactions value $: $1,038,322
Form type: 4
Date filed: 12/20/2024, 03:49 PM
Previous filing: Jun 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ATSG	Common Stock	Award	$1.87M	+85.7K	+82.64%	$21.87	189K	Dec 18, 2024	Direct	F1
transaction	ATSG	Common Stock	Tax liability	-$836K	-38.2K	-20.18%	$21.87	151K	Dec 18, 2024	Direct	F2

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

Explanation of Responses:

Id	Content
F1	These shares represent the grant of a restricted stock award to the reporting person for his regular fiscal year 2025 award under the Company's Amended and Restated 2015 Long-Term Incentive Plan. These shares of restricted stock will vest on December 31, 2027, subject to earlier vesting on certain qualifying termination events. In addition, pursuant to the Agreement and Plan of Merger by and between the Company, Stonepeak Nile Parent LLC, a Delaware limited liability company and Stonepeak Nile MergerCo Inc., a Delaware corporation and wholly-owned subsidiary of Parent, dated as of November 3, 2024 (the "Merger Agreement"), at the closing of the transactions contemplated by the Merger Agreement, this restricted stock will be converted into the right to receive a cash payment equal to the merger consideration upon the satisfaction of the vesting conditions applicable to the restricted stock.
F2	These shares were returned to the Company's authorized but unissued reserve in payment for taxes owed in connection with the restricted share award described above.

Content

These shares represent the grant of a restricted stock award to the reporting person for his regular fiscal year 2025 award under the Company's Amended and Restated 2015 Long-Term Incentive Plan. These shares of restricted stock will vest on December 31, 2027, subject to earlier vesting on certain qualifying termination events. In addition, pursuant to the Agreement and Plan of Merger by and between the Company, Stonepeak Nile Parent LLC, a Delaware limited liability company and Stonepeak Nile MergerCo Inc., a Delaware corporation and wholly-owned subsidiary of Parent, dated as of November 3, 2024 (the "Merger Agreement"), at the closing of the transactions contemplated by the Merger Agreement, this restricted stock will be converted into the right to receive a cash payment equal to the merger consideration upon the satisfaction of the vesting conditions applicable to the restricted stock.

These shares were returned to the Company's authorized but unissued reserve in payment for taxes owed in connection with the restricted share award described above.

Remarks:

POA on file.