Sec Form 4 Filing - Dominick Jeffrey A. @ Air Transport Services Group, Inc. - 2025-04-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Dominick Jeffrey A.
2. Issuer Name and Ticker or Trading Symbol
Air Transport Services Group, Inc. [ ATSG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President
(Last) (First) (Middle)
145 HUNTER DR
3. Date of Earliest Transaction (MM/DD/YY)
04/11/2025
(Street)
WILMINGTON, OH45177
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/11/2025 D 1,500 ( 1 ) D $ 22.5 ( 1 ) 0 I Fidelity Managed Advisory Account ( 2 )
Common Stock 04/11/2025 D 53,133 ( 1 ) ( 3 ) D $ 22.5 ( 1 ) ( 3 ) 33,159 D
Common Stock 04/11/2025 D 33,159 ( 4 ) D $ 22.5 ( 4 ) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Dominick Jeffrey A.
145 HUNTER DR
WILMINGTON, OH45177
President
Signatures
/s/ W. Joseph Payne for Jeffrey A. Dominick 04/15/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities disposed of under the Agreement and Plan of Merger by and between Air Transport Services Group, Inc. ("Company"), Stonepeak Nile Parent LLC, a Delaware limited liability company ("Parent") and Stonepeak Nile MergerCo Inc., a Delaware corporation and wholly-owned subsidiary of Parent, dated as of November 3, 2024 (the "Merger Agreement"). At the effective time of the merger contemplated by the Merger Agreement (the "Effective Time"), each issued and outstanding share of common stock of the Company ("Share") was cancelled and converted into the right to receive $22.50 in cash (the "Merger Consideration"), without interest thereon.
( 2 )These shares were purchased by Westview Investment Advisors, which oversees a Fidelity Managed Advisory Account for the benefit of Amy Stepnowski and Jeffrey Dominick on a fully discretionary basis. While Ms. Stepnowski and Mr. Dominick are removed from any and all investment activity and management of this account, Mr. Dominick has notified the Company of the Westview Investment Advisors purchase of these shares through Fidelity Investment Management.
( 3 )Includes Shares subject to time-based vesting conditions ("Company Restricted Stock") that were granted prior to the date of the Merger Agreement and disposed of under the Merger Agreement. Each Share of Company Restricted Stock granted prior to the date of the Merger Agreement fully vested, with the holder of such Company Restricted Stock becoming entitled to receive a lump-sum cash payment, without interest, equal to the product, rounded to the nearest cent, of (i) the number of Shares subject to such Company Restricted Stock award immediately prior to the Effective Time and (ii) the Merger Consideration.
( 4 )Represents Company Restricted Stock granted after the date of the Merger Agreement and prior to the Effective Time. Each such Share of Company Restricted Stock granted following the date of the Merger Agreement and prior to the Effective Time was converted into the right to receive a cash payment equal to the Merger Consideration upon vesting on December 18, 2027 or earlier based on certain qualifying termination events.

Remarks:
POA on file.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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