0001209191-23-020176.txt : 20230321
0001209191-23-020176.hdr.sgml : 20230321
20230321135236
ACCESSION NUMBER: 0001209191-23-020176
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230317
FILED AS OF DATE: 20230321
DATE AS OF CHANGE: 20230321
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DIETRICH JOHN W
CENTRAL INDEX KEY: 0001226022
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-16545
FILM NUMBER: 23748935
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ATLAS AIR WORLDWIDE HOLDINGS INC
CENTRAL INDEX KEY: 0001135185
STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522]
IRS NUMBER: 134146982
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2000 WESTCHESTER AVENUE
CITY: PURCHASE
STATE: NY
ZIP: 10577-2543
BUSINESS PHONE: 9147018000
MAIL ADDRESS:
STREET 1: 2000 WESTCHESTER AVENUE
CITY: PURCHASE
STATE: NY
ZIP: 10577-2543
4
1
doc4.xml
FORM 4 SUBMISSION
X0407
4
2023-03-17
0
0001135185
ATLAS AIR WORLDWIDE HOLDINGS INC
AAWW
0001226022
DIETRICH JOHN W
2000 WESTCHESTER AVENUE
PURCHASE
NY
10577
1
1
0
0
President & CEO
0
Common Stock, $0.01 par value
2023-03-17
4
D
0
121993
D
0
D
Restricted Stock Units
2023-03-17
4
D
0
23353
D
Common Stock
23353
0
D
Performance Stock Units
2023-03-17
4
A
0
26822
0.00
A
Common Stock
26822
26822
D
Performance Stock Units
2023-03-17
4
D
0
26822
D
Common Stock
26822
0
D
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. Unless otherwise agreed, 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").
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.
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.
/s/ Shannon Collins, as Attorney-in-Fact
2023-03-21