MESA AIR GROUP INC — Director's Dealing 2009

Mar 3, 2009

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: MESA AIR GROUP INC (MESA)
CIK: 0000810332
Period of Report: 2009-02-25

Reporting Person: LC CAPITAL MASTER FUND LTD (10% Owner)
Reporting Person: LAMPE, CONWAY & CO. LLC (10% Owner)
Reporting Person: LAMPE STEVEN (10% Owner)
Reporting Person: CONWAY RICHARD F (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	27384000	Direct
Common Stock	27384000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Senior Convertible Notes due 2024	$	2024-02-10	Common Stock (576536)		Direct
Senior Convertible Notes due 2024	$	2024-02-10	Common Stock (576536)		Indirect

Footnotes

F1: These securities are owned by LC Capital Master Fund, Ltd., which is a Reporting Person.

F2: These securities may be deemed to be beneficially owned by Lampe, Conway & Co., LLC, the investment manager of LC Capital
Master Fund, Ltd., Steven G. Lampe, a managing member of Lampe, Conway & Co., LLC, and Richard F. Conway, a managing member
of Lampe, Conway & Co., LLC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to
the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting
Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended, or for any other purpose.

F3: The Senior Convertible Notes due 2024 (the "Notes") are presently convertible into shares of the issuer's Common Stock.

F4: Each $1,000 of the principal amount of the Notes is convertible into 40.3737 shares of the issuer's Common Stock, subject to
adjustment in certain events described in the issuer's Form S-3, dated May 7, 2004.