1
|
NAME OF REPORTING PERSON
AO Partners I, L.P.
|
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
363,700
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
363,700
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,700
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAME OF REPORTING PERSON
AO Partners, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) T
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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
0
|
||
8
|
SHARED VOTING POWER
363,700
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
363,700
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,700
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
1
|
NAME OF REPORTING PERSON
Nicholas J. Swenson
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) T
(b) o
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
363,700
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
363,700
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,700
|
|||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9%
|
|||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
●
|
AO Partners I, L.P., a Delaware limited partnership (“AO Partners Fund”).
|
●
|
AO Partners, LLC, a Delaware limited liability company and General Partner of AO Partners (“AO Partners”).
|
●
|
Nicholas J. Swenson as the Managing Member of AO Partners and as a Director of the Issuer.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interests in Securities of the Issuer.
|
Name
|
Shares of Common Stock
Beneficially Owned
|
Percentage of Shares of Common Stock Beneficially Owned
|
AO Partners Fund
|
363,700
|
14.9%
|
AO Partners
|
363,700
|
14.9%
|
Nicholas J. Swenson
|
363,700
|
14.9%
|
Name
|
Trade Date
|
Number of Shares Purchased
|
Price Per Share
|
Where and How Transaction was Effected
|
AO Partners
|
02/25/2013
|
1,138
|
$9.5316
|
Open market purchase
|
AO Partners
|
02/26/2013
|
12,432
|
$9.4995
|
Open market purchase
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Exhibit No.
|
Description
|
1
|
Joint Filing Agreement*
|
2
|
March 30, 2012 Letter from Nick Swenson to the Chairman and Chief Executive Officer of the Issuer*
|
3
|
April 4, 2013 Email from Nick Swenson to the Lead Director of the Issuer*
|
4
|
April 25, 2013 Letter from Nick Swenson to the Lead Independent Director of the Issuer
|
* Previously filed
|
AO PARTNERS I, L.P.
By: AO PARTNERS, LLC
General Partner
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
||
AO PARTNERS, LLC
By: /s/ Nicholas J. Swenson
Nicholas J. Swenson
Managing Member
|
|
|
/s/ Nicholas J. Swenson
Nicholas J. Swenson
|
AO Partners I, L.P
|
3033 Excelsior Blvd., Suite 560
Minneapolis, MN 55416
Phone: 612-843-4301
nickswenson@grovelandcapital.com
|
1)
|
Raise the SRP ceiling to 25%.
|
2)
|
The board of Air T submits a binding proposal to shareholders at the upcoming annual meeting to approve the Right Agreement, dated March 26, 2012 (commonly referred to as a “poison pill”), between the company and American Stock Transfer & Trust Company, LLC as rights agent. I will be allowed to include in the proxy statement a brief statement on why I plan to vote against approval of the poison pill, which will be in close proximity to the company’s statement in favor of the poison pill, and will be as prominent as the company’s statement. In order to increase the likelihood of a quorum, the Ratification of the Auditor would also be included, as is standard, on the Proxy. The issue would be determined by a majority of the votes cast at the meeting.
|
3)
|
Board reduced to seven members.
|
4)
|
Five of seven members from the current board (Clark, Wilson, Wicker, Swenson and [Gioffre or Simpson or TBD]).
|
5)
|
Accept my submissions to the Nominating Committee—Peter Haeg and Seth Barkett---as the new directors.
|
6)
|
Split the Chairman & CEO roles, Brad Wilson becomes Chairman.
|
7)
|
Nominating Committee of Wicker, Swenson & Haeg.
|
8)
|
Compensation Committee of three to include Swenson. Select other members who have the intention to rework management incentives to be aligned with shareholders.
|
9)
|
Capital Allocation Committee. Establish a board-level committee that develops rigorous methods and makes recommendations regarding internal and external capital investment decisions; acting as a clearinghouse for the evaluation of possible uses of the company’s excess capital; measuring and reporting on the capital required by each business unit; measuring the return-on-capital for each business unit; and generally seeking to inform the board and recommend to the board the highest return on capital actions that might be taken for the benefit of the company and its shareholders. Experienced capital allocation professionals Swenson, Haeg and Barkett to form this committee.
|
10)
|
Current board members George Prill and Sam Chestnutt become board members Emeritus. They are paid a stipend for their participation in major board meetings as non-voting observers.
|