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* Hound Partners L P (Last) (First) (Middle) 101 PARK AVE 48TH FL (Street) NEW YORK NY 10178 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/13/2007	3. Issuer Name and Ticker or Trading Symbol Avantair, Inc [ AACQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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) Form filed by One Reporting Person X 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)
Common Stock, $.0001 par value	450,079(1)	D
Common Stock, $.0001 par value	455,321(2)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant (Right to Buy)	02/22/2007	02/23/2009	Common Stock	1,068,793	$5	D(1)
Common Stock Warrant (Right to Buy)	02/22/2007	02/23/2009	Common Stock	1,081,207	$5	D(2)
Series A Convertible Preferred Stock	11/13/2007	(3)	Common Stock	965,825(4)	$5.15	D(1)
Series A Convertible Preferred Stock	11/13/2007	(3)	Common Stock	975,923(4)	$5.15	D(2)

1. Name and Address of Reporting Person* Hound Partners L P (Last) (First) (Middle) 101 PARK AVE 48TH FL (Street) NEW YORK NY 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 E9 00000 (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. These securities are owned by Hound Partners, LP, which is a Reporting Person.

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

3. 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.

4. Each share of Series A Convertible Preferred Stock can be converted by the Reporting Persons 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 conversation 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, LP, By: Hound Performance, LLC, its general partner, By: /s/ Jonathan Auerbach, Managing Member	11/21/2007
	Hound Partners Offshore Fund, LP, By: Hound Performance, LLC, its general partner, By: /s/ Jonathan Auerbach, Managing Member	11/21/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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