Sky Harbour Group Corp — Director's Dealing 2022

Dec 28, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sky Harbour Group Corp (SKYH)
CIK: 0001823587
Period of Report: 2022-12-22

Reporting Person: Rozek Alexander Buffett (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-22	Class A common stock	A	7000	—	Acquired	7000	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A common stock	10000000	Indirect
Class A common stock	3193474	Indirect
Class A common stock	206250	Indirect

Footnotes

F1: Represents restricted stock units ("RSUs") granted under the Sky Harbour Group Corporation 2022 Incentive Award Plan. Each RSU represents the contingent right to receive, in accordance with the terms of the applicable RSU agreement, one share of Class A common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU agreement, provided the reporting person remains in service through the applicable vesting date.

F2: Reported amount includes 7,000 RSUs.

F3: Comprised of (i) 4,500,000 shares of Class A common stock purchased by Boston Omaha Corporation upon the closing of the business combination between Yellowstone Acquisition Company and Sky Harbour LLC (the "Business Combination") and (ii) 5,500,000 shares of Class A common stock issued in connection with the automatic conversion of Series B Preferred Units of Sky Harbour LLC purchased by in August 2021 and which converted to 5,500,000 shares of Class A common stock upon the closing of the Business Combination. These shares are held by Boston Omaha Corporation and Alex B. Rozek is a director of Boston Omaha Corporation. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by Boston Omaha Corporation. Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation.

F4: 3,193,474 shares of Class A common stock were issued in connection with the automatic conversion of an equal number of shares of Class B common stock which converted to Class A common stock upon the closing of the Business Combination. These shares are held directly by BOC Yellowstone LLC and Alex B. Rozek is a manager of BOC Yellowstone LLC, which is owned by Boston Omaha Corporation. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by BOC Yellowstone LLC. Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation.

F5: 206,250 shares of Class A common stock and their applicable underlying derivative securities are held directly by BOC Yellowstone II LLC. BOC Yellowstone LLC is the sole managing member of BOC Yellowstone II LLC, and Alex B. Rozek is a manager of BOC Yellowstone LLC, which is owned by Boston Omaha Corporation. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by BOC Yellowstone II LLC. Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation.