0001209191-23-020194.txt : 20230321 0001209191-23-020194.hdr.sgml : 20230321 20230321141512 ACCESSION NUMBER: 0001209191-23-020194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230317 FILED AS OF DATE: 20230321 DATE AS OF CHANGE: 20230321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zierhoffer Carol J CENTRAL INDEX KEY: 0001574042 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-16545 FILM NUMBER: 23749055 MAIL ADDRESS: STREET 1: 100 NORTH POINT CENTER EAST STREET 2: SUITE 200 CITY: ALPHARETTA STATE: GA ZIP: 30022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS AIR WORLDWIDE HOLDINGS INC CENTRAL INDEX KEY: 0001135185 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, NONSCHEDULED [4522] IRS NUMBER: 134146982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 WESTCHESTER AVENUE CITY: PURCHASE STATE: NY ZIP: 10577-2543 BUSINESS PHONE: 9147018000 MAIL ADDRESS: STREET 1: 2000 WESTCHESTER AVENUE CITY: PURCHASE STATE: NY ZIP: 10577-2543 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-03-17 0 0001135185 ATLAS AIR WORLDWIDE HOLDINGS INC AAWW 0001574042 Zierhoffer Carol J C/O ATLAS AIR WORLDWIDE HOLDINGS, INC. 2000 WESTCHESTER AVENUE PURCHASE NY 10577 1 0 0 0 0 Common Stock, $0.01 par value 2023-03-17 4 D 0 1502 D 0 D Restricted Stock Units 2023-03-17 4 D 0 1578 D Common Stock 1578 0 D On March 17, 2023 (the "Effective Time"), pursuant to that certain Agreement and Plan of Merger, dated as of August 4, 2022 (the "Merger Agreement"), by and among Atlas Air Worldwide Holdings, Inc. (the "Company"), Rand Parent, LLC, a Delaware limited liability company ("Parent"), and Rand Merger Sub, Inc., a wholly owned subsidiary of Parent ("MergerCo"), MergerCo merged with and into the Company with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each share of the Company's common stock reported in this Form 4 was converted into the right to receive $102.50 in cash, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU") vested and was canceled in exchange for a cash payment equal to the number of shares of the Company's common stock underlying such RSU immediately prior to the Effective Time multiplied by the Merger Consideration, less any applicable withholding for taxes. /s/Shannon Collins, as Attorney-in-Fact 2023-03-21