SEC FORM 3

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^*

Moelis Jordan Scott

(Last)

(First)

(Middle)

9355 WILSHIRE BLVD., SUITE 350

(Street)

BEVERLY HILLS

90210

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2024

3. Issuer Name and Ticker or Trading Symbol
Sky Harbour Group Corp [ SKYH ]

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

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

5. 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 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)
Class B Common Stock	11,637,960	I⁽¹⁾	By Center Sky Harbour LLC

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Common Units	⁽²⁾	⁽²⁾	Class A Common Stock	11,637,960	⁽²⁾	I⁽¹⁾	By Center Sky Harbour LLC

Explanation of Responses:

1. The securities reported herein are held by Center Sky Harbour LLC ("Center Sky"). The Reporting Person has voting and investment discretion with respect to the securities held by Center Sky and may be deemed to have beneficial ownership of the securities held directly by Center Sky. The inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest.

2. Subject to the terms of the Third Amended and Restated Operating Agreement of Sky Harbour LLC ("Sky"), the Common Units of Sky may be tendered for redemption by the Reporting Person for shares of the Issuer's Class A Common Stock on a one-to-one basis. The Common Units do not expire.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Gerald Adler, Attorney-in-Fact	06/14/2024
	** 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).
** 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.