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^*

WEIL A LORNE

(Last)

(First)

(Middle)

750 LEXINGTON AVENUE

25TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2012

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

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

X	Form filed by One Reporting Person
	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	11/30/2012		A		4,000,000⁽¹⁾	A	⁽¹⁾	6,000,000	I	See Footnote⁽²⁾
Common Stock								260,000	D

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)
Warrants to Purchase Common Stock (right To buy)⁽³⁾	$1	11/30/2012		D			2,373,620	⁽⁴⁾	10/19/2015	Common Stock	2,373,620	⁽³⁾	0	D
Warrants to Purchase Common Stock (right To buy)⁽³⁾	$0.5	11/30/2012		A		3,560,430		⁽⁴⁾	10/19/2015	Common Stock	3,560,430	⁽³⁾	3,560,430	D
Senior Secured Convertible Promissory Notes	$0.25	11/30/2012		A		$2,000,000		⁽⁵⁾	11/30/2015	Common Stock	8,000,000	$2,000,000	$2,000,000	I	See Footnote⁽⁶⁾
Warrants to Purchase Common Stock (right to buy)	$0.5	11/30/2012		A		8,000,000		⁽⁷⁾	11/30/2017	Common Stock	8,000,000	$0⁽⁸⁾	8,000,000	I	See Footnote⁽⁶⁾
Warrants to Purchase Common Stock (right to buy)	$0.5	11/30/2012		A		6,000,000		⁽⁷⁾	11/30/2017	Common Stock	6,000,000	⁽⁹⁾	6,000,000	I	See Footnote⁽²⁾

Explanation of Responses:

1. On November 30, 2012, certain limited liability companies of which the Reporting Person is manager (the "LW Air Entities") were issued an aggregate of 4,000,000 shares of common stock pursuant to Amendment No. 1 dated as of November 30, 2012 to the Restricted Stock Agreement dated as of September 28, 2012, by and between the Issuer and the LW Air Entities, in addition to the 2,000,000 shares of common stock previously issued as of September 28, 2012.

2. Held by the LW Air Entities, of which the Reporting Person is manager.

3. The Amended and Restated Warrant issued to the Reporting Person as of September 28, 2012, was amended by Amendment No. 1 thereto as of November 30, 2012 (the "Amended Warrant"), pursuant to which the number of shares of common stock for which the Amended Warrant is exercisable was increased from 2,373,620 shares of common stock to 3,560,430 shares of common stock and the exercise price of the Amended Warrant was reduced from $1.00 per share to $0.50 per share.

4. This warrant is immediately exercisable.

5. The Senior Secured Convertible Promissory Notes (the "Notes") are convertible into shares of common stock of the Issuer at any time to the extent there is a sufficient number of authorized shares not otherwise reserved for issuance by the Issuer. If the Issuer elects to prepay the Notes, which the Issuer has the right to elect on or after November 30, 2014, the Notes will no longer be convertible on the date five days prior to the prepayment date.

6. Acquired by A. Lorne Weil 2006 Irrevocable Investment Trust, a Delaware trust with an independent corporate trustee of which trust the Reporting Person, his spouse and his descendants are among the beneficiaries. The Reporting Person disclaims beneficial ownership within the meaning of the applicable securities laws of any shares of common stock beneficially owned by such trust.

7. The Warrants to purchase common stock of the Issuer (the "Warrants") are exercisable only if a sufficient number of shares of common stock are authorized for the exercise of the Warrants.

8. Warrants issued in conjunction with the issuance of the Notes on November 30, 2012. No additional consideration was paid to the Issuer for the issuance of the Warrants.

9. Warrants issued as of November 30, 2012 pursuant to Amendment No. 1 dated as of November 30, 2012 to the Restricted Stock Agreement dated as of September 28, 2012 by and between the Issuer and the LW Air Entities.

	/s/ Tom Palmiero as attorney-in-fact for A. Lorne Weil	12/04/2012
	** 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).
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