SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* HARBINGER HOLDINGS, LLC (Last) (First) (Middle) 555 MADISON AVENUE, 16TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/04/2009	3. Issuer Name and Ticker or Trading Symbol ATLAS AIR WORLDWIDE HOLDINGS INC [ AAWW ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) X Other (specify below) *See Remarks	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,311,376	I	Footnotes(1)(2)(3)(4)
Common Stock	1,094,914	I	Footnotes(1)(5)(6)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* HARBINGER HOLDINGS, LLC (Last) (First) (Middle) 555 MADISON AVENUE, 16TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) *See Remarks

1. Name and Address of Reporting Person* HARBINGER CAPITAL PARTNERS OFFSHORE MANAGER, L.L.C. (Last) (First) (Middle) 555 MADISON AVENUE 16TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) *See Remarks

Explanation of Responses:

1. IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY BENEFICIALLY OWNED BY HMC ATLAS AIR, L.L.C. ("HMC ATLAS AIR") AND/OR HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (THE "SPECIAL SITUATIONS FUND") (COLLECTIVELY, THE "FUNDS"). ALL OTHER ENTITIES OR PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.

2. These securities are owned by HMC Atlas Air.

3. These securities may be deemed to be indirectly beneficially owned by the following: Harbinger Capital Partners Offshore Manager, L.L.C. ("Harbinger Management"), the investment manager of HMC Atlas Air, Harbinger Holdings, LLC ("Harbinger Holdings"), the managing member of Harbinger Management and Philip Falcone, the managing member of Harbinger Holdings and the portfolio manager of the Master Fund. HMC Atlas Air and Philip Falcone previously reported their beneficial ownership on a Form 3 filed on March 11, 2008 and have made required Form 4 filings since that date.

4. Each entity or person listed in Footnotes 2 and 3 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 entity or 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.

5. These securities are owned by the Special Situations Fund.

6. These securities may be deemed to be indirectly beneficially owned by the following: Harbinger Capital Partners Special Situations GP, LLC ("HCPSS"), the general partner of the Special Situations Fund, Harbinger Holdings, the managing member of HCPSS and Philip Falcone, the portfolio manager of the Special Situations Fund. The Special Situations Fund and HCPSS previously reported their beneficial ownership on a Form 3 filed on November 24, 2008 and have made required Form 4 filings since that date.

7. Each entity or person listed in Footnotes 5 and 6 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 entity or 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.

Remarks:

(+) The Reporting Persons may be deemed to be a member of a "group" for purposes of the Securities Exchange Act of 1934, as amended. The Reporting Persons disclaim beneficial ownership of any securities deemed to be owned by the group that are not directly owned by the Reporting Persons. This report shall not be deemed an admission that the Reporting Persons are a member of a group or the beneficial owner of any securities not directly owned by the Reporting Persons.

	Harbinger Holdings, LLC(+), By: /s/ Philip Falcone	03/06/2009
	Harbinger Capital Partners Offshore Manager, L.L.C.(+), By: Harbinger Holdings, LLC, Managing Member, By: /s/ Philip Falcone	03/06/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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