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
KITTY HAWK INC [ KHK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/14/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 11/15/2005 |
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 |
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 | ||||||||
Series B Convertible Preferred Stock | (1) | 11/14/2005 | 11/14/2005 | P | 3,000 | 11/14/2005 | (2) | Common Stock | 3,123,698(3) | (4) | 3,000 | D | |||
Series B Convertible Preferred Stock | (1) | 11/14/2005 | 11/14/2005 | P | 2,000 | 11/14/2005 | (2) | Common Stock | 2,082,465(5) | (6) | 2,000(7) | I | By Milfam II L.P. |
Explanation of Responses: |
1. The conversion price to convert each share of Series B Convertible Preferred Stock into common stock is determined by dividing the stated value by $0.9604. The Form 4 filed on November 15, 2005 (the "Original 11/15 Form 4") incorrectly stated that the conversion price was determined by dividing the stated value by $0.960365. The stated value is $1,000.00. |
2. The Series B Preferred Stock has no expiration date. |
3. Based upon a conversion price of $0.9604, the underlying amount of common stock that can be acquired upon conversion is 3,123,698 and not 3,123,812 as reported on the Original 11/15 Form 4. |
4. The aggregate purchase price paid by Lloyd I. Miller, III for the Series B Convertible Preferred Stock was $3,000,000.00. This purchase price included 731,707 warrants which were reported on the Original 11/15 Form 4. |
5. Based upon a conversion price of $0.9604, the underlying amount of common stock that can be acquired upon conversion is 2,082,465 and not 2,082,542 as reported on the Original 11/15 Form 4. |
6. The aggregate purchase price paid by Milfam II L.P. for the Series B Convertible Preferred Stock was $2,000,000.00. This purchase price included 487,805 warrants which were reported on the Original 11/15 Form 4. |
7. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by this filing. |
Remarks: |
/s/ David J. Hoyt Attorney-in-fact | 01/04/2006 | |
** 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. |