SEC FORM 4

SEC Form 4

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^*

Hound Partners, LLC

(Last)

(First)

(Middle)

101 PARK AVENUE

48TH FLOOR

(Street)

NEW YORK

10178

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Avantair, Inc [ AAIR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.0001 par value	02/01/2008	02/06/2008	P		8,466	A	$4.9	463,787	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Common Stock, $.0001 par value	02/01/2008	02/06/2008	P		8,466	A	$4.9	463,787	D⁽²⁾
Common Stock, $.0001 par value	03/03/2008	03/06/2008	S⁽³⁾		1,828	D	$4	448,251	I	By Hound Partners, LP⁽⁴⁾
Common Stock, $.0001 par value	03/03/2008	03/06/2008	P⁽³⁾		1,828	A	$4	465,615	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Common Stock, $.0001 par value	03/03/2008	03/06/2008	S⁽³⁾		1,828	D	$4	448,251	D⁽⁵⁾
Common Stock, $.0001 par value	03/03/2008	03/06/2008	P⁽³⁾		1,828	A	$4	465,615	D⁽²⁾
Common Stock, $.0001 par value	04/01/2008	04/04/2008	S⁽³⁾		8,407	D	$3.1	439,844	I	By Hound Partners, LP⁽⁴⁾
Common Stock, $.0001 par value	04/01/2008	04/04/2008	P⁽³⁾		8,407	A	$3.1	474,022	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Common Stock, $.0001 par value	04/01/2008	04/04/2008	S⁽³⁾		8,407	D	$3.1	439,844	D⁽⁵⁾
Common Stock, $.0001 par value	04/01/2008	04/04/2008	P⁽³⁾		8,407	A	$3.1	474,022	D⁽²⁾
Common Stock, $.0001 par value	05/01/2008	05/06/2008	S⁽³⁾		31,255	D	$2.45	408,589	I	By Hound Partners, LP⁽⁴⁾
Common Stock, $.0001 par value	05/01/2008	05/06/2008	P⁽³⁾		31,255	A	$2.45	505,277	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Common Stock, $.0001 par value	05/01/2008	05/06/2008	S⁽³⁾		31,255	D	$2.45	408,589	D⁽⁵⁾
Common Stock, $.0001 par value	05/01/2008	05/06/2008	P⁽³⁾		31,255	A	$2.45	505,277	D⁽²⁾
Common Stock, $.0001 par value	07/01/2008	07/07/2008	S⁽³⁾		5,483	D	$1.94	403,106	I	By Hound Partners, LP⁽⁴⁾
Common Stock, $.0001 par value	07/01/2008	07/07/2008	P⁽³⁾		5,483	A	$1.94	510,760	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Common Stock, $.0001 par value	07/01/2008	07/07/2008	S⁽³⁾		5,483	D	$1.94	403,106	D⁽⁵⁾
Common Stock, $.0001 par value	07/01/2008	07/07/2008	P⁽³⁾		5,483	A	$1.94	510,760	D⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	$5.15	02/01/2008	02/05/2008	S⁽³⁾			490	11/13/2007	⁽⁶⁾	Common Stock	9,515⁽⁷⁾	$100	956,311	I	By Hound Partners, LP⁽⁴⁾
Series A Convertible Preferred Stock	$5.15	02/01/2008	02/05/2008	P⁽³⁾		490		11/13/2007	⁽⁶⁾	Common Stock	9,515⁽⁷⁾	$100	985,437	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Series A Convertible Preferred Stock	$5.15	02/01/2008	02/05/2008	S⁽³⁾			490	11/13/2007	⁽⁶⁾	Common Stock	9,515⁽⁷⁾	$100	956,311	D⁽⁵⁾
Series A Convertible Preferred Stock	$5.15	02/01/2008	02/05/2008	P⁽³⁾		490		11/13/2007	⁽⁶⁾	Common Stock	9,515⁽⁷⁾	$100	985,437	D⁽²⁾
Series A Convertible Preferred Stock	$5.15	03/03/2008	03/06/2008	S⁽³⁾			200	11/13/2007	⁽⁶⁾	Common Stock	3,883⁽⁷⁾	$100	952,428	I	By Hound Partners, LP⁽⁴⁾
Series A Convertible Preferred Stock	$5.15	03/03/2008	03/06/2008	P⁽³⁾		200		11/13/2007	⁽⁶⁾	Common Stock	3,883⁽⁷⁾	$100	989,320	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Series A Convertible Preferred Stock	$5.15	03/03/2008	03/06/2008	S⁽³⁾			200	11/13/2007	⁽⁶⁾	Common Stock	3,883⁽⁷⁾	$100	952,428	D⁽⁵⁾
Series A Convertible Preferred Stock	$5.15	03/03/2008	03/06/2008	P⁽³⁾		200		11/13/2007	⁽⁶⁾	Common Stock	3,883⁽⁷⁾	$100	989,320	D⁽²⁾
Common Stock Warrant	$5	02/01/2008	02/06/2008	P		20,138		02/22/2007	02/23/2009	Common Stock	20,138	$0.6	1,101,345	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Common Stock Warrant	$5	02/01/2008	02/06/2008	P		20,138		02/22/2007	02/23/2009	Common Stock	20,138	$0.6	1,101,345	D⁽²⁾
Common Stock Warrant	$5	03/03/2008	03/06/2008	S⁽³⁾			4,340	02/22/2007	02/23/2009	Common Stock	4,340	$0.36	1,064,453	I	By Hound Partners, LP⁽⁴⁾
Common Stock Warrant	$5	03/03/2008	03/06/2008	P⁽³⁾		4,340		02/22/2007	02/23/2009	Common Stock	4,340	$0.36	1,105,685	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Common Stock Warrant	$5	03/03/2008	03/06/2008	S⁽³⁾			4,340	02/22/2007	02/23/2009	Common Stock	4,340	$0.36	1,064,453	D⁽⁵⁾
Common Stock Warrant	$5	03/03/2008	03/06/2008	P⁽³⁾		4,340		02/22/2007	02/23/2009	Common Stock	4,340	$0.36	1,105,685	D⁽²⁾
Common Stock Warrant	$5	04/01/2008	04/04/2008	S⁽³⁾			19,966	02/22/2007	02/23/2009	Common Stock	19,966	$0.22	1,044,487	I	By Hound Partners, LP⁽⁴⁾
Common Stock Warrant	$5	04/01/2008	04/04/2008	P⁽³⁾		19,966		02/22/2007	02/23/2009	Common Stock	19,966	$0.22	1,125,651	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Common Stock Warrant	$5	04/01/2008	04/04/2008	S⁽³⁾			19,966	02/22/2007	02/23/2009	Common Stock	19,966	$0.22	1,044,487	D⁽⁵⁾
Common Stock Warrant	$5	04/01/2008	04/04/2008	P⁽³⁾		19,966		02/22/2007	02/23/2009	Common Stock	19,966	$0.22	1,125,651	D⁽²⁾
Common Stock Warrant	$5	05/01/2008	05/06/2008	S⁽³⁾			74,218	02/22/2007	02/23/2009	Common Stock	74,218	$0.14	970,269	I	By Hound Partners, LP⁽⁴⁾
Common Stock Warrant	$5	05/01/2008	05/06/2008	P⁽³⁾		74,218		02/22/2007	02/23/2009	Common Stock	74,218	$0.14	1,199,869	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Common Stock Warrant	$5	05/01/2008	05/06/2008	S⁽³⁾			74,218	02/22/2007	02/23/2009	Common Stock	74,218	$0.14	970,269	D⁽⁵⁾
Common Stock Warrant	$5	05/01/2008	05/06/2008	P⁽³⁾		74,218		02/22/2007	02/23/2009	Common Stock	74,218	$0.14	1,199,869	D⁽²⁾
Common Stock Warrant	$5	07/01/2008	07/07/2008	S⁽³⁾			13,021	02/22/2007	02/23/2009	Common Stock	13,021	$0.08	957,248	I	By Hound Partners, LP⁽⁴⁾
Common Stock Warrant	$5	07/01/2008	07/07/2008	P⁽³⁾		13,021		02/22/2007	02/23/2009	Common Stock	13,021	$0.08	1,212,890	I	By Hound Partners Offshore Fund, LP⁽¹⁾
Common Stock Warrant	$5	07/01/2008	07/07/2008	S⁽³⁾			13,021	02/22/2007	02/23/2009	Common Stock	13,021	$0.08	957,248	D⁽⁵⁾
Common Stock Warrant	$5	07/01/2008	07/07/2008	P⁽³⁾		13,021		02/22/2007	02/23/2009	Common Stock	13,021	$0.08	1,212,890	D⁽²⁾

1. Name and Address of Reporting Person^*

Hound Partners, LLC

(Last)

(First)

(Middle)

101 PARK AVENUE

48TH FLOOR

(Street)

NEW YORK

10178

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hound Performance, LLC

(Last)

(First)

(Middle)

101 PARK AVENUE

48TH FLOOR

(Street)

NEW YORK

10178

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hound Partners L P

(Last)

(First)

(Middle)

101 PARK AVE 48TH FL

(Street)

NEW YORK

10178

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Hound Partners Offshore Fund, LP

(Last)

(First)

(Middle)

REGATTA OFFICE PARK, WINDWARD ONE

WEST BAY ROAD, P.O. BOX 31106 SMB

(Street)

GRAND CAYMAN

00000

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AUERBACH JONATHAN A G

(Last)

(First)

(Middle)

215 E 73RD STREET

(Street)

NEW YORK

10021

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The securities may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners Offshore Fund, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners Offshore Fund, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. These securities are owned by Hound Partners Offshore Fund, LP, which is a Reporting Person.

3. Re-balancing transactions among related entities over which the Reporting Person may be deemed to have beneficial ownership.

4. The securities may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. These securities are owned by Hound Partners, LP, which is a Reporting Person.

6. Each share of Series A Convertible Preferred Stock (a) may be redeemed by the Issuer in connection with certain change of control or acquisition transactions, (b) may be redeemed by the Issuer following the seventh anniversary of the issuance of the shares of Series A Convertible Preferred Stock, and (c) will be redeemed by the Issuer following the ninth anniversary of the issuance of the shares of Series A Convertible Preferred Stock, upon receipt of the written consent of the holders of a majority of the then outstanding shares of Series A Convertible Preferred Stock.

7. Each share of Series A Convertible Preferred Stock can be converted into the number of fully paid and nonassessable shares of Common Stock equal to the quotient of the Series A Convertible Preferred Stock issue price (i.e., $100) divided by the conversion price (i.e., $5.15). Accordingly, each share of Series A Convertible Preferred Stock can be converted into 19.417 shares of Common Stock.

	Hound Partners, LLC, By: /s/ Jonathan Auerbach, Managing Member	08/08/2008
	Hound Performance, LLC, By: /s/ Jonathan Auerbach, Managing Member	08/08/2008
	Hound Partners, LP, By: Hound Performance, LLC, its general partner, By: /s/ Jonathan Auerbach, Managing Member	08/08/2008
	Hound Partners Offshore Fund, LP, By: Hound Performance, LLC, its general partner, By: /s/ Jonathan Auerbach, Managing Member	08/08/2008
	/s/ Jonathan Auerbach	08/08/2008
	** 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.