Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-23-020193
Date:2023-03-17
Issuer: ATLAS AIR WORLDWIDE HOLDINGS INC (AAWW)
Original Submission Date:

Reporting Person:

BOLDEN CHARLES F JR
C/O ATLAS AIR WORLDWIDE HOLDINGS, INC.
2000 WESTCHESTER AVENUE PURCHASE, NY 10577

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, $0.01 PAR VALUE 2023-03-17 D 3,170 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
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 ExercisableExpiration 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 12,451 (d) common stock 12,451 $0.00 0 direct
Footnotes
IDfootnote
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"), including each rsu deferred under the company's non-employee director restricted stock unit deferral program, 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.
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