1
|
NAMES OF REPORTING PERSONS
LW Air I LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,400,000
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
2,400,000
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
OO
|
1
|
NAMES OF REPORTING PERSONS
LW Air II LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) r
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,400,000
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
2,400,000
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
r
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
OO
|
1
|
NAMES OF REPORTING PERSONS
LW Air III LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) r
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,400,000
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
2,400,000
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
r
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
OO
|
1
|
NAMES OF REPORTING PERSONS
LW Air IV LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) r
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,400,000
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
2,400,000
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
r
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
OO
|
1
|
NAMES OF REPORTING PERSONS
LW Air V LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) r
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,400,000
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
2,400,000
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,400,000
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
r
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
OO
|
1
|
NAMES OF REPORTING PERSONS
A. Lorne Weil
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) r
(b) x
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (See instructions)
PF, OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
15,820,430
|
|
8
|
SHARED VOTING POWER
0
|
||
9
|
SOLE DISPOSITIVE POWER
15,820,430
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,820,430
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
x
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.35%
|
||
14
|
TYPE OF REPORTING PERSON (See instructions)
IN
|
(a)
|
Each of the five LW Air Entities beneficially owns 1,200,000 issued and outstanding shares of Common Stock and an additional 1,200,000 unissued shares of Common Stock subject to potential future issuance upon any exercise of certain warrants, which would constitute approximately 5.7% of the outstanding shares of Common Stock based on the 28,701,634 shares of Common Stock reported to be issued and outstanding in the Company’s September 2012 10-Q and an additional 12,200,000 shares, or a total of 40,901,634 shares, understood by the Reporting Persons to be issued and outstanding as of November 30, 2012 and giving effect to an exercise in full of all such warrants (but not to the potential conversion of notes or the potential exercise of warrants by any other person). Because of his position as manager of each of the LW Air Entities, Mr. Weil, pursuant to Rule 13d-3 under the Act, may be deemed to be the beneficial owner of the 6,000,000 issued and outstanding shares of Common Stock, and the 6,000,000 unissued shares of Common Stock subject to potential future issuance upon exercise of warrants, beneficially owned in the aggregate by the five LW Air Entities, which would constitute approximately 25.59% of the outstanding shares of Common Stock in the aggregate based on the 40,901,634 shares understood to be issued and outstanding as of November 30, 2012 and after giving effect to an exercise in full of all such warrants (but not to the potential conversion of notes or the potential exercise of warrants by any other person). Mr. Weil disclaims beneficial ownership of any such shares except to the extent of his pecuniary interest therein.
|
(b)
|
Each of the LW Air Entities has the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 1,200,000 outstanding shares of Common Stock beneficially owned by it and would have the sole power to vote or to direct the vote and to dispose or to direct the disposition of the 1,200,000 unissued shares of Common Stock subject to potential future issuance upon any exercise of certain warrants. As the manager of each of the LW Air Entities, Mr. Weil may be deemed to have sole power to vote or to direct the vote and to dispose or to direct the disposition of the aggregate of 6,000,000 outstanding shares of Common Stock, and the aggregate of 6,000,000 unissued shares of Common Stock subject to potential future issuance, beneficially owned by the LW Air Entities.
|
(c)
|
During the past sixty days, the Reporting Persons effected the transactions in the Company’s securities described in Item 4 above.
|
(d)
|
Not applicable.
|
(e)
|
Not applicable.
|
Exhibit 99.1
|
Joint Reporting Agreement, dated December 4, 2012.
|
Exhibit 99.2
|
Restricted Stock Agreement effective as of September 28, 2012 (incorporated by reference from Exhibit 10.2 to Quarterly Report on Form 10-Q filed by Avantair, Inc. on November 16, 2012 (Commission File No. 000-5115)).
|
Exhibit 99.3
|
Amended and Restated Warrant Agreement effective as of September 28, 2012 (incorporated by reference from Exhibit 10.1 to Quarterly Report on Form 10-Q filed by Avantair, Inc. on November 16, 2012 (Commission File No. 000-5115)).
|
Exhibit 99.4
|
Amendment No. 1 to Restricted Stock Agreement effective as of November 30, 2012.
|
Exhibit 99.5
|
Amendment No. 1 to Amended and Restated Warrant Agreement effective as of November 30, 2012.
|
|
(i)
|
An aggregate of 4,000,000 shares of Common Stock (the “New Restricted Shares”, and together with the Initial Restricted Shares, the “Restricted Shares”) and warrants (the “Warrants”) to purchase an aggregate of 6,000,000 shares of Common Stock (the “Warrant Shares”) shall be issued and delivered to the Holders as of the date of the Amendment of this Agreement.
|
|
(ii)
|
An aggregate of 800,000 New Restricted Shares shall be issued and delivered to each Holder. For the avoidance of doubt, 100% of the New Restricted Shares will be vested and nonforfeitable.
|
|
(iii)
|
For the avoidance of doubt, the Warrants Shares shall not be deemed to be “Restricted Shares.”
|
(A)
|
insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company, excluding amounts paid or payable for accrued interest;
|
|
(B)
|
insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and
|
|
(C)
|
in the event shares of Common Stock and Common Stock Equivalents are issued in a Dilutive Issuance together with other shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (A) and (B) above, as determined in good faith by the Board of Directors of the Corporation.
|
(A)
|
the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities, by
|
|
(B)
|
the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities.
|
AVANTAIR, INC.
By:____________________
Name:
Title:
LW AIR I, LLC
By:____________________
Name:
Title:
LW AIR II, LLC
By:_____________________
Name:
Title:
LW AIR III, LLC
By:______________________
Name:
Title:
LW AIR IV, LLC
By:______________________
Name:
Title:
LW AIR V, LLC
By:______________________
Name:
Title:
|