John W. Dietrich - 17 Mar 2023 Form 4 Insider Report for ATLAS AIR WORLDWIDE HOLDINGS INC

Reporting relationship: President & CEO, Director
Issuer ticker: N/A
Reported as of: 17 Mar 2023
Net transaction value: $0
SEC form: 4
Accepted by SEC: 21 Mar 2023, 13:52:36 UTC
Prior SEC filing: 17 Mar 2023
Next SEC filing: 05 Jun 2023
Source filing: View source filing
Reporting owner signature: /s/ Shannon Collins, as Attorney-in-Fact

Key filing fact

John W. Dietrich filed Form 4 for ATLAS AIR WORLDWIDE HOLDINGS INC on 21 Mar 2023.

Key facts

This page summarizes John W. Dietrich's Form 4 filing for ATLAS AIR WORLDWIDE HOLDINGS INC.
4 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 21 Mar 2023, 13:52.

Change

Previous filing in this sequence was filed on 17 Mar 2023.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AAWW transaction

Common Stock, $0.01 par value

Disposed to Issuer

Transaction value
Shares: -121,993
Change %: -100%
Price
Shares after: 0
Date: 17 Mar 2023
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

AAWW transaction Derivative

Restricted Stock Units

Disposed to Issuer

Transaction value
Shares: -23,353
Change %: -100%
Price
Shares after: 0
Date: 17 Mar 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 23,353
Exercise price
Footnotes: F2

AAWW transaction Derivative

Performance Stock Units

Award

Transaction value: $0
Shares: +26,822
Change %
Price: $0.000000
Shares after: 26,822
Date: 17 Mar 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 26,822
Exercise price
Footnotes: F3

AAWW transaction Derivative

Performance Stock Units

Disposed to Issuer

Transaction value
Shares: -26,822
Change %: -100%
Price
Shares after: 0
Date: 17 Mar 2023
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 26,822
Exercise price
Footnotes: F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote 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").

Footnote 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.

Footnote 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.