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
US AIRWAYS GROUP INC [ LCC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/30/2005 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
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 | ||||||
Common Stock | 09/30/2005 | X | 2,666,667 | A | $15 | 9,435,152 | I | See Footnote(1) | ||
Common Stock | 09/30/2005 | X | 2,666,667 | A | $15 | 9,435,152 | I | See Footnote(2) | ||
Common Stock | 09/30/2005 | X | 2,666,667 | A | $15 | 9,435,152 | D |
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 | ||||||||
Stock Options (Right to Buy) | $15 | 09/30/2005 | X | 2,666,667(1) | 09/27/2005 | (3) | Common Stock | 2,666,667 | $0 | 1,333,333 | I | See Footnote(1) | |||
Stock Options (Right to Buy) | $15 | 09/30/2005 | X | 2,666,667(2) | 09/27/2005 | (3) | Common Stock | 2,666,667 | $0 | 1,333,333 | I | See Footnote(2) | |||
Stock Options (Right to Buy) | $15 | 09/30/2005 | X | 2,666,667 | 09/27/2005 | (3) | Common Stock | 2,666,667 | $0 | 1,333,333 | D |
Explanation of Responses: |
1. These securities are held directly by PAR Investment, L.P. ("PIP"). PAR Capital Management, Inc. ("PCM") is the general partner of PAR Group, L.P. ("PAR Group"), which is the general partner of PIP. PCM disclaims beneficial ownersip of these securities except to the extent of the pecuniary interest, if any, in such securities as result of PCM's general partner interest in PAR Group, which has a general partner interest in PIP and a contingent right to receive a performance-based advisory fee from PIP. |
2. These securities are held directly by PIP. PAR Group disclaims beneficial ownership of these securities except to the extent of the pecuniary interest, if any, in such securities as a result of PAR Group's general partner interest in PIP and with respect to PAR Group's contingent right to receive a performance-based advisory fee from PIP. |
3. The stock options held by the reporting person are exercisable in two tranches: 2,666,667 of such options were exercisable upon 2 days notice given on or before September 28, 2005 and 1,333,333 of such options are exercisable upon 2 days notice given on or before October 13, 2005. |
Remarks: |
Exhibit List -- Exhibit 99.1 and 99.2 Joint Filer Information Explanation for Item 5: Director -- Pursuant to a Stockholder's Agreement dated September 27, 2005, PIP is entitled to designate a director for appointment to the Board of Directors of the issuer. |
Suzanne Matulis, Secretary | 10/04/2005 | |
** 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. |