SC 13D/A 1 simpson.txt SCHEDULE 13D/A 8/4/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2/Final) Air T, Inc. (Name of Issuer) Common Stock, $.25 par value per share (Title of Class of Securities) 009224304 (CUSIP Number) William H. Simpson 3524 Airport Road Maiden, North Carolina 28650 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the following box . SCHEDULE 13D CUSIP NO. 009224304 Page 2 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON William H. Simpson 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* PF 5 CHECK BOXF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(3) 6 CITZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 74,990 8 SHARED VOTING POWER 1,200 9 SOLE DISPOSITIVE POWER 74,990 10 SHARED DISPOSITIVE POWER 1,200 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 76,190 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 5% 14 TYPE OF REPORTING PERSON* IN Preliminary Note This Amendment No. 2/Final on Schedule 13D/A (this "Amendment") amends the statement of beneficial ownership on Schedule 13D filed with the Securities and Exchange Commission on April 26, 1991 (as subsequently amended, the "Initial Statement") by William H. Simpson (the "Reporting Person") with respect to the common stock, $.25 par value per share ("Common Stock"), of Air T, Inc. (the "Issuer"). This Amendment reports recent transactions in the Common Stock by the Reporting Person and amends and restates each item included in the Initial Statement to the extent information in that item has changed. As a result of the transactions reported hereby, the Reporting Person has ceased to beneficial own more than five percent of the outstanding shares of Common Stock. Item 5 Interest in Securities of the Issuer. (a) The Reporting Person may be deemed to beneficially own the 76,190 shares of Common Stock. On the basis of 2,686,825 shares of Common Stock outstanding on May 20, 2004 (as reported in the Issuer's Annual Report on Form 10-K for the year ended March 31, 2004), this constitutes less than 5% of the outstanding shares of Common Stock. (b) The following table sets forth the number of shares of Common Stock as to which the Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition. Sole Voting Shared Sole Power Shared Power Power Voting Power to Dispose to Dispose 74,990 1,200 74,990 1,200 The Reporting Person jointly owns 1,200 shares of Common Stock with J. Hugh Bingham, a former executive officer of the Issuer. To the Reporting Person's knowledge, during the past five years, Mr. Bingham has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of such proceeding subjected or subjects him to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Bingham is a citizen of the United States. (c) On July 22, 2004, the Reporting Person exercised options to acquire 9,000 shares of Common Stock, which options had been awarded to the Reporting Person by the Issuer pursuant to a stock option plan of the Issuer. The exercise price of these options was $3.19 per share. The Reporting Person used personal funds to pay the exercise price of these options. On June 29, 2004, the Reporting Person sold 26,800 shares of Common Stock in a number of market transactions, as follows. Number of Shares Sold Price Per Share 5,020 $13.7523 20,000 13.65 1,780 11.67 Total 26,800 On August 2, 2004, the Reporting Person sold 167,590 shares of Common Stock in market transactions as follows: Number of Shares Sold Price Per Share 542 14.00 5,000 14.00 400 14.00 2,000 14.00 500 14.00 2,100 14.00 13,700 14.00 500 14.10 100 14.09 227 14.00 73 14.00 1,100 14.00 1,000 14.00 1,900 14.00 1,000 14.00 500 14.00 5 14.00 500 13.85 563 13.50 500 13.50 4,300 13.50 5,500 13.50 500 13.50 1,500 13.50 400 13.50 1,000 13.50 500 13.50 1,300 13.50 200 13.50 100 13.50 200 13.52 1,000 13.50 100 13.50 1,000 13.50 500 13.51 100 13.51 100 13.50 100 13.50 200 13.50 9,700 13.50 1,127 13.96 1,300 13.90 257 13.93 1,100 13.85 3,198 13.79 900 13.76 1,000 13.75 1,400 13.70 200 13.60 340 13.51 2,910 13.50 500 13.56 100 13.55 200 13.55 200 13.55 740 13.55 250 13.53 100 13.52 300 13.52 1,000 13.52 1,000 13.50 400 13.50 200 13.50 300 13.52 4,680 13.47 320 13.47 100 13.47 100 13.46 100 13.46 100 13.46 100 13.46 100 13.46 400 13.46 700 13.45 100 13.45 300 13.48 200 13.45 200 13.45 200 13.45 200 13.45 3,300 13.48 100 13.51 100 13.51 100 13.51 100 13.51 100 13.49 100 13.49 400 13.48 200 13.46 200 13.45 400 13.46 6,700 13.46 500 13.60 100 13.60 100 13.55 100 13.50 250 13.30 1,000 13.27 1,400 13.25 300 13.25 2,000 13.25 2,000 13.25 400 13.25 400 13.25 500 13.25 800 13.25 1,000 13.25 200 13.26 100 13.26 800 13.26 400 13.25 100 13.25 100 13.25 200 13.25 500 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 400 13.25 300 13.25 500 13.25 550 13.12 100 13.13 1,000 13.10 500 13.10 500 13.10 50 13.10 300 13.10 150 13.10 100 13.10 100 13.10 100 13.10 200 13.10 100 13.10 100 13.10 100 13.10 100 13.10 200 13.10 500 13.10 100 13.10 400 13.10 300 13.10 1,075 13.10 1,000 13.10 500 13.10 1,825 13.10 100 13.25 100 13.25 1,000 13.25 2,000 13.25 3,000 13.25 60 14.01 100 14.01 100 14.00 98 14.00 400 14.00 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 500 13.25 1,000 13.25 100 13.25 1,000 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 500 13.25 3,000 13.25 100 13.25 100 13.25 100 13.25 100 13.25 100 13.25 2,000 13.25 100 13.25 500 13.25 500 13.21 100 13.20 300 13.20 100 13.20 1,000 13.20 100 13.20 2,000 13.05 100 13.05 100 13.12 100 13.11 100 13.11 100 13.07 200 13.06 200 13.06 100 13.06 1,000 13.05 100 12.74 1,000 12.72 100 12.67 200 12.52 300 12.52 100 12.53 100 12.53 400 12.51 4,850 12.50 550 12.50 2,500 12.50 500 12.50 1,450 12.50 100 12.50 1,200 12.50 1,000 12.50 1,000 12.50 600 12.50 2,350 12.50 500 12.50 Total: 167,590 (d) The Reporting Person holds 1,200 shares of Common Stock jointly with a third party, as described above. (e) The Reporting Person ceased to beneficially own more than five percent of the outstanding shares of Common Stock on August 2, 2004. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: August 4, 2004 /s/ William H. Simpson William H. Simpson