SC 13G/A

Names of Reporting Persons

  I.R.S. Identification No. of Above Persons (Entities Only)

  Amazon.com, Inc.

  91-1646860

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Delaware

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Air Transport Services Group, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

00922R105

(CUSIP Number)

March 5, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 00922R105

*	See Item 4 below.

Based on 59,563,415 shares of common stock, par value $0.01 per share (“Common Stock”) of Air Transport Services Group, Inc. (the “Issuer”) outstanding as of March 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on March 1, 2021, plus 3,620,621 shares of Common Stock issuable upon exercise of the 2016 Warrants (as defined below) as of March 5, 2021.

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Item 1.


(a)		Name of Issuer Air Transport Services Group, Inc.

(b)		Address of Issuer’s Principal Executive Offices 145 Hunter Drive Wilmington, Ohio 45177

Item 2.


(a)		Name of Person(s) Filing Amazon.com, Inc.

(b)		Address of Principal Business Office or, if none, Residence 410 Terry Avenue North Seattle, Washington 98109

(c)		Citizenship Delaware

(d)		Title of Class of Securities Common Stock, par value $0.01 per share

(e)		CUSIP Number 00922R105

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned: 3,620,621*

(b)	Percentage of class: 5.7%**

(c)	Number of shares as to which the person has:

(i)

Sole power to vote or direct the vote: 3,620,621

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 3,620,621

(iv)

Shared power to dispose or to direct the disposition of: 0

On March 8, 2016, pursuant to an Investment Agreement, dated as of March 8, 2016 (the “2016 Investment Agreement”), by and between Amazon.com, Inc. (“Amazon”) and the Issuer, the Issuer issued Amazon a warrant (“Warrant-A”) to acquire up to 12,810,629 shares of Common Stock. On March 8, 2018, pursuant to

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the 2016 Investment Agreement, the Issuer issued Amazon a warrant (“Warrant-B-1”) to acquire up to an additional 1,591,333 shares of Common Stock. On September 8, 2020, pursuant to the 2016 Investment Agreement, the Issuer issued Amazon a warrant (“Warrant-B-2” and together with Warrant-A and Warrant B-1, the “2016 Warrants”) to acquire up to an additional 1,591,333 shares of Common Stock, which was subsequently adjusted to 506,530 shares of Common Stock. On December 20, 2018, pursuant to an Investment Agreement, dated as of December 20, 2018 (the “2018 Investment Agreement”), by and between Amazon and the Issuer, the Issuer issued Amazon a warrant (the “2018 Warrant”) to acquire up to an additional 14,801,369 shares of Common Stock. On May 29, 2020, pursuant to the 2018 Investment Agreement, the Issuer issued Amazon a warrant (the “2020 Warrant,” and together with the 2016 Warrants and the 2018 Warrant, the “Warrants”) to acquire up to an additional 7,014,804 shares of Common Stock. Shares of Common Stock subject to the Warrants vest and become exercisable upon the achievement of certain commercial milestones, subject to certain regulatory approvals and the terms and conditions outlined in the Warrants.

The Warrants include a Beneficial Ownership Limitation, which provides that Amazon is prohibited from exercising the Warrants for such number of shares of Common Stock as would exceed 4.999% beneficial ownership of all outstanding Common Stock, subject to certain exceptions. On March 5, 2021, Amazon delivered notices of exercise to the Issuer to acquire vested shares of Common Stock underlying the 2016 Warrants, and as permitted by the terms of the Warrants, Amazon amended the Beneficial Ownership Limitation from 4.999% to 19.999%. Additionally, Amazon filed a notification and report form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (the “HSR Act”) with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice (the “DOJ”). Until the FTC and DOJ complete their review and the expiration or termination of any applicable waiting period pursuant to the HSR Act, the number of shares of Common Stock that are currently exercisable is calculated with reference to applicable notification and clearance thresholds in the HSR Act, and is reported in this statement with reference to the market price of the Common Stock (as calculated pursuant to the HSR Act) and the applicable HSR Act thresholds as of March 5, 2021. To the extent the market price of the Common Stock increases or the applicable HSR Act threshold decreases, the number of shares of Common Stock beneficially owned by Amazon would decrease. To the extent the market price of the Common Stock decreases or the applicable HSR Act threshold increases, the number of shares of Common Stock beneficially owned by Amazon would increase.

Based on 59,563,415 shares of Common Stock of the Issuer outstanding as of March 1, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on March 1, 2021, plus 3,620,621 shares of Common Stock issuable upon exercise of the 2016 Warrants as of March 5, 2021.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

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Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 8, 2021


AMAZON.COM, INC.

By:		/s/ David A. Zapolsky
		David A. Zapolsky Senior Vice President

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