SEC FORM 4

SEC Form 4

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^*

MARTINEZ RANDY J

(Last)

(First)

(Middle)

HLH BUILDING

101 WORLD DRIVE

(Street)

PEACHTREE CITY

30269

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WORLD AIR HOLDINGS, INC. [ WLDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2007		M		25,000	A	$1.6875	102,752	D
Common Stock								102,752	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$1.6875	06/15/2007		M			25,000	⁽¹⁾	06/21/2007	Common Stock	25,000	$1.6875	0	D
Stock Options (right to buy)	$1.25							⁽²⁾	04/06/2007	Common Stock	0		0	D
Stock Options (right to buy)	$1.6875							⁽¹⁾	06/21/2007	Common Stock	0		0	D
Stock Options (right to buy)	$0.9688							⁽³⁾	03/28/2008	Common Stock	20,500		20,500	D
Stock Options (right to buy)	$0.84							⁽⁴⁾	02/12/2011	Common Stock	22,500		22,500	D
Stock Options (right to buy)	$3.31							⁽⁵⁾	11/18/2011	Common Stock	50,000		50,000	D
Stock Options (right to buy)	$3.59							⁽⁶⁾	05/05/2012	Common Stock	150,000		150,000	D
Stock Options (right to buy)	$7.44							⁽⁷⁾	08/15/2013	Common Stock	63,000		63,000	D

Explanation of Responses:

1. Prior to expiration, Mr. Martinez is exercising and holding these options.

2. Mr. Martinez previously exercised all remaining options from this grant.

3. For informational purposes only; 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.

4. For informational purposes only; 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.

5. For informational purposes only; Mr. Martinez was granted 50,000 options on 11/19/2003. All options are fully vested and exercisable.

6. For informational purposes only; Mr. Martinez holds 150,000 options which were granted on 5/6/2004. All options are fully vested and exercisable

7. 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.

Remarks:

See attached footnote page.

	/s/Mark M. McMillin, Attorney in Fact	06/15/2007
	** 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).
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