FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
WORLD AIR HOLDINGS, INC. [ WLDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/16/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 09/01/2006 | 09/01/2006 | A | 29,500 | A(1) | $8.61(2) | 65,752 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Options (right to buy) | $7.44 | 08/16/2006 | 08/16/2006 | A | 63,000 | (3) | 08/15/2013 | Common Stock | 63,000 | $7.44 | 63,000 | D | |||
Stock Options (right to buy) | $1.25 | (4) | 04/06/2007 | Common Stock | 12,000 | 12,000 | D | ||||||||
Stock Options (right to buy) | $1.6875 | (5) | 06/21/2007 | Common Stock | 25,000 | 25,000 | D | ||||||||
Stock Options (right to buy) | $0.9688 | (6) | 03/28/2008 | Common Stock | 20,500 | 20,500 | D | ||||||||
Stock Options (right to buy) | $0.84 | (7) | 02/12/2011 | Common Stock | 22,500 | 22,500 | D | ||||||||
Stock Options (right to buy) | $3.31 | (8) | 11/18/2011 | Common Stock | 50,000 | 50,000 | D | ||||||||
Stock Options (right to buy) | $3.59 | (9) | 05/05/2012 | Common Stock | 150,000 | 150,000 | D |
Explanation of Responses: |
1. Mr. Martinez was awarded 29,500 shares of restricted common stock. Such shares of restricted common stock vest as follows: 25% per year starting on the first anniversary of the award and 25% on each anniversary thereafter pursuant to the terms outlined in the World Air Holdings, Inc. Restricted Stock Award filed on September 5, 2006 with the United States Securities and Exchange Commission on Form 8-K. |
2. The closing price of WLDA common stock was $8.61 on September 1, 2006. |
3. Mr.Martinez was granted 63,000 stock options on August 16, 2006. Option shares shall become exerciseable after the grant date in three installments: 21,000 on August 16, 2007, 21,000 on August 16, 2008 and 21,000 on August 16, 2009. |
4. For informational purposes, Mr. Martinez holds 12,000 options which were granted on 4/7/1999 and are fully vested and exercisable. |
5. For informational purposes, Mr. Martinez holds 25,000 options which were granted on 6/22/1999. All options are fully vested and exercisable. |
6. For informational purposes, Mr. Martinez was granted 38,000 options on 3/29/2000. 17,500 have been exercised and the remaining 20,500 are fully vested and exerciseable. |
7. For informational purposes, Mr. Martinez was granted 75,000 options on 2/13/2003. 52,500 have been exercised and the remaining 22,500 are fully vested and exerciseable. |
8. For informational purposes, Mr. Martinez was granted 50,000 options on 11/19/2003. All options remain outstanding. 35,000 are fully vested and exercisable. The remaining 15,000 will vest on 11/18/2006. |
9. For informational purposes only; Mr. Martinez holds 150,000 options which were granted on 5/6/2004. 105,000 options are vested and exercisable as of this date. The remaining 45,000 options will vest on 5/5/2007. |
Remarks: |
/s/ Mark M. McMillin, Attorney In Fact | 09/06/2006 | |
** 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 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |