SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* McDonald Charles P (Last) (First) (Middle) HLH BUILDING 101 WORLD DRIVE (Street) PEACHTREE CITY GA 30269 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/03/2010	3. Issuer Name and Ticker or Trading Symbol Global Aviation Holdings Inc. [ GLAH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) President	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	134,500(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(2)	(3)	06/29/2019	Common Stock	179,300	$10	D
Stock Options(2)	(4)	06/29/2019	Common Stock	224,100	$20	D
Stock Options(2)	(5)	06/29/2019	Common Stock	313,800	$30	D

Explanation of Responses:

1. Represents restricted shares, which are subject to forfeiture pursuant to the terms of the Restricted Stock Award and were awarded in a transaction exempt under Rule 16b-3.

2. Represents stock options awarded in a transaction exempt under Rule 16b-3.

3. The option became exercisable as to 159,300 shares on June 29, 2010, becomes exercisable as to 10,000 shares upon the earlier of the consummation of our initial public offering or June 29, 2011, and becomes exercisable as to the remaining 10,000 shares on June 29, 2012.

4. The option became exercisable as to 79,766 shares on June 29, 2010 and becomes exercisable as to the remaining 144,334 shares upon the earlier of the consummation of our initial public offering or June 29, 2011.

5. The option becomes exercisable as to 84,732 shares upon the earlier of the consummation of our initial public offering and June 29, 2011, and becomes exercisable as to 229,068 shares upon the earlier of the consummation of our initial public offering after September 30, 2011 and June 29, 2012.

Remarks:

Global's Form 10 becomes effective on Sunday, December 5, 2010. Since this Form 3 is required to be filed before the Form 10 becomes effective and the Form 3 can only be filed on a business day, the reporting person is filing this Form 3 on December 3, 2010.

	/s/Mark M. McMillin, Attorney-in-fact	12/03/2010
	** 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 5 (b)(v).
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