AMAZON COM INC — Major Shareholding Notification 2025

Feb 7, 2025

xml version="1.0" encoding="UTF-8"? SCHEDULE 13G/A 0001193125-16-510522 Field: Pseudo-Tag; ID: Name; Data: AMAZON COM INC 0001018724 XXXXXXXX LIVE 12 Common Stock, par value $0.01 per share 12/31/2024 0000894081 Air Transport Services Group, Inc. 00922R105 145 Hunter Drive Wilmington OH 45177 Rule 13d-1(c) Amazon.com, Inc. DE 13287023.00 0.00 13287023.00 0.00 13287023.00 N 19.999 CO Air Transport Services Group, Inc. 145 Hunter Drive Wilmington, OH, 45177 Amazon.com, Inc. 410 Terry Avenue North Seattle, Washington 98109 Delaware Y 13,287,023 On March 8, 2016, pursuant to an Investment Agreement, dated as of March 8, 2016 (the "2016 Investment Agreement"), by Amazon.com, Inc. ("Amazon") and Air Transport Services Group, Inc. (the "Issuer"), the Issuer issued Amazon a warrant ("Warrant-A") to acquire up to 12,810,629 shares of common stock, par value $0.01 ("Common Stock"). On March 8, 2018, pursuant to the 2016 Investment Agreement, the Issuer issued Amazon a warrant ("Warrant-B-1") to acquire up to an additional 1,591,333 shares of Common Stock. On September 8, 2020, pursuant to the 2016 Investment Agreement, the Issuer issued Amazon a warrant ("Warrant-B-2" and together with Warrant-A and Warrant B-1, the "2016 Warrants") to acquire up to an additional 1,591,333 shares of Common Stock, which was subsequently adjusted to 506,530 shares of Common Stock. On December 20, 2018, pursuant to an Investment Agreement, dated as of December 20, 2018 (the "2018 Investment Agreement"), by and between Amazon and the Issuer, the Issuer issued Amazon a warrant (the "2018 Warrant") to acquire up to an additional 14,801,369 shares of Common Stock. On May 29, 2020, pursuant to the 2018 Investment Agreement, the Issuer issued Amazon a warrant (the "2020 Warrant") to acquire up to an additional 7,014,804 shares of Common Stock. On May 6, 2024, the Issuer and Amazon entered into an amendment of the 2016 Investment Agreement and a supplement and amendment to the 2018 Investment Agreement (the "2018 Investment Agreement Amendment"). Pursuant to the 2018 Investment Agreement Amendment, the Issuer issued Amazon a warrant (the "2024 Warrant-A") to acquire up to an additional 2,915,000 shares of Common Stock. On November 8, 2024, pursuant to the 2018 Investment Agreement Amendment, the Issuer issued Amazon a warrant (the "2024 Warrant-B" and together with the 2024 Warrant-A, the "2024 Warrants") to acquire up to an additional 2,915,000 shares of Common Stock. The 2016 Warrants, the 2018 Warrant, the 2020 Warrant, and the 2024 Warrants are collectively referred to as the Warrants. As of January 3, 2025, all shares of Common Stock subject to the 2016 Warrants, the 2018 Warrant, and the 2020 Warrant have vested and are exercisable or have been exercised, subject to certain regulatory approvals and the terms and conditions outlined in these Warrants. Shares of Common Stock subject to the 2024 Warrants vest and become exercisable upon the achievement of certain commercial milestones, subject to certain regulatory approvals and the terms and conditions outlined in the 2024 Warrants. On March 5, 2021, Amazon delivered notices of exercise to the Issuer to acquire vested shares of Common Stock underlying the 2016 Warrants, and as permitted by the terms of the Warrants, Amazon amended the Beneficial Ownership Limitation (as defined below) from 4.999% to 19.999%. The number of shares of Common Stock that are currently exercisable is determined under the Warrants (as amended), which provide that Amazon is prohibited from exercising the Warrants for such number of shares of Common Stock as would result in beneficial ownership by Amazon of Common Stock exceeding 19.999% of all outstanding Common Stock, subject to certain exceptions (the "Beneficial Ownership Limitation"). The number of shares of Common Stock is reported in this statement with reference to the number of shares of outstanding Common Stock as of January 3, 2025. To the extent the number of shares of outstanding Common Stock increases, the number of shares of Common Stock beneficially owned by Amazon would increase. To the extent the number of shares of outstanding Common Stock decreases, the number of shares of Common Stock beneficially owned by Amazon would decrease. As of January 3, 2025, Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon, is the record holder of 12,741,445 shares of Common Stock. Amazon has sole voting and investment power with respect to these shares of Common Stock. The number of shares of Common Stock beneficially owned by Amazon was calculated assuming 65,892,861 shares of Common Stock of the Issuer outstanding as of January 3, 2025, as disclosed in the Issuer's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on January 6, 2025, plus 545,578 shares of Common Stock issuable upon exercise of the remaining Warrants as of January 3, 2025. 19.999 13,287,023 See the Second Amended and Restated Stockholders Agreement, dated as of May 6, 2024, by and between the Issuer and Amazon. 0 13,287,023 0 Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Amazon.com, Inc. /s/ Mark F. Hoffman Mark F. Hoffman, Vice President and Secretary 02/07/2025