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AMAZON COM INC — Director's Dealing 2025
Apr 14, 2025
29737_dirs_2025-04-14_f32cfeed-1ba3-438b-be2f-fa3e1f72e40b.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Air Transport Services Group, Inc. (ATSG)
CIK: 0000894081
Period of Report: 2025-04-11
Reporting Person: AMAZON COM INC (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-04-11 | Common Stock | J | 12741445 | $22.50 | Disposed | 0 | Indirect |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-04-11 | Warrant (Right to Purchase Common Stock) | $20.4 | J | 7014804 | Disposed | 2029-12-20 | Common Stock (7014804) | Direct |
| 2025-04-11 | Warrant (Right to Purchase Common Stock) | $21.5265 | J | 14801360 | Disposed | 2029-12-20 | Common Stock (14801360) | Direct |
| 2025-04-11 | Warrant (Right to Purchase Common Stock) | $12.9658 | J | 2915000 | Disposed | 2031-05-06 | Common Stock (2915000) | Direct |
Footnotes
F1: On April 11, 2025, Stonepeak Nile MergerCo Inc., a Delaware corporation and a wholly-owned subsidiary of Stonepeak Nile Parent LLC, a Delaware limited liability company ("Acquiror"), merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Acquiror (the "Merger"). Upon the consummation of the Merger, all shares of Issuer Common Stock converted into the right to receive $22.50 cash per share, without interest (the "Merger Consideration").
F2: Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon.com, Inc., was the record holder of these shares of Issuer Common Stock.
F3: Upon the consummation of the Merger, the Warrant converted into the right to receive the Merger Consideration and was mandatorily exercised by the Issuer (on a cashless net exercise basis) for the Merger Consideration.
F4: Prior to the consummation of the Merger, the Warrant, which was issued in connection with the execution of a commercial agreement, was exercisable for shares of Issuer Common Stock, subject to certain regulatory approvals and the terms and conditions outlined in the Warrant.
F5: Upon the consummation of the Merger, the Warrant converted into the right to receive the Merger Consideration, vested (to the extent not already vested), and was mandatorily exercised by the Issuer (on a cashless net exercise basis) for the Merger Consideration.