|Issuer:||ATLAS AIR WORLDWIDE HOLDINGS INC (AAWW)|
|Original Submission Date:|
MAYER KEITH H.
C/O ATLAS AIR WORLDWIDE HOLDINGS, INC.
2000 WESTCHESTER AVENUE PURCHASE, NY 10577
|Title of Security||Transaction Date||2a. Deemed Execution Date||Transaction Code||Shares||Acquired or Disposed||Price per share||5. Amount of Securities Beneficially Owned Following Reported Transaction||6. Ownership Form Direct or Indirect||Nature of Indirect Ownership|
|COMMON STOCK, $0.01 PAR VALUE||2023-03-17||D||13,450||d||$0.00||0||direct|
|Title of Derivative Security||Conversion or Exercise Price of Derivative Security||Transaction Date||Deemed Execution Date||Transaction Code||Number of Derivative Securities Acquired (A) or Disposed of (D)||Date Exercisable||Expiration Date||Title and Amount of Securities Underlying Derivative Security||Price of Derivative Security||Number of derivative Securities Beneficially Owned Following Reported Transaction(s)||Ownership Form: Direct (D) or Indirect (I)||Nature of Indirect Beneficial Ownership|
|RESTRICTED STOCK UNITS||0.0||2023-03-17||deemed execution date||D||2,059 (d)||common stock 2,059||$0.00||0||direct|
|PERFORMANCE STOCK UNITS||0.0||2023-03-17||deemed execution date||A||2,469 (a)||common stock 2,469||$0.00||2,469||direct|
|PERFORMANCE STOCK UNITS||0.0||2023-03-17||deemed execution date||D||2,469 (d)||common stock 2,469||$0.00||0||direct|
|f1||on march 17, 2023 (the "effective time"), pursuant to that certain agreement and plan of merger, dated as of august 4, 2022 (the "merger agreement"), by and among atlas air worldwide holdings, inc. (the "company"), rand parent, llc, a delaware limited liability company ("parent"), and rand merger sub, inc., a wholly owned subsidiary of parent ("mergerco"), mergerco merged with and into the company with the company continuing as the surviving corporation and a wholly owned subsidiary of parent. pursuant to the merger agreement, each share of the company's common stock reported in this form 4 was converted into the right to receive $102.50 in cash, without interest (the "merger consideration").|
|f2||pursuant to the merger agreement, each outstanding restricted stock unit ("rsu") vested and was canceled in exchange for a cash payment equal to the number of shares of the company's common stock underlying such rsu immediately prior to the effective time multiplied by the merger consideration, less any applicable withholding for taxes.|
|f3||pursuant to the merger agreement, each outstanding performance stock unit ("psu") vested (assuming the maximum level of performance achievement) and was canceled in exchange for a cash payment equal to the number of shares of the company's common stock underlying such psu immediately prior to the effective time multiplied by the merger consideration, less any applicable withholding for taxes.|