X0303 4 2009-05-20 0 0000894081 Air Transport Services Group, Inc. ATSG 0001374566 MESDAG WILLEM 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374588 RED MOUNTAIN CAPITAL PARTNERS LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374602 RED MOUNTAIN CAPITAL PARTNERS II, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374600 RED MOUNTAIN CAPITAL PARTNERS III, L.P. 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374606 RMCP GP LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 0001374607 RED MOUNTAIN CAPITAL MANAGEMENT INC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 1 0 Common Stock 3176148 I See footnote and Remarks below. Common Stock 2009-05-20 4 P 0 290000 1.006 A 3452868 I See footnote and Remarks below. Common Stock 2009-05-21 4 P 0 247900 1.0283 A 3700768 I See footnote and Remarks below. Common Stock 2009-05-22 4 P 0 99600 1.0721 A 3800368 I See footnote and Remarks below. These shares are held directly by Red Mountain Capital Partners III, L.P. ("RMCP III"). These shares are held directly by Red Mountain Capital Partners II, L.P. ("RMCP II"). After giving effect to all transactions reported in this Form 4, the aggregate amount of Common Stock held by RMCP II as of May 22, 2009, is 3,800,368 shares. Weighted average price of shares acquired on May 20, 2009, after crossing 10% ownership threshold. Weighted average price of shares acquired on May 21, 2009. Weighted average price of shares acquired on May 22, 2009. This Form 4 is jointly filed by (i) RMCP II, (ii) RMCP III, (iii) RMCP GP LLC ("RMCP GP"), (iv) Red Mountain Capital Partners LLC ("RMCP LLC"), (v) Red Mountain Capital Management, Inc. ("RMCM"), and (vi) Mr. Mesdag. RMCP GP is the general partner of each of RMCP II and RMCP III. RMCP LLC is the managing member of RMCP GP. RMCM is the managing member of RMCP LLC. Mr. Mesdag is the president, sole executive officer, sole director and sole shareholder of RMCM. Each of Mr. Mesdag, RMCM, RMCP LLC and RMCP GP, by virtue of their direct or indirect control of RMCP II and RMCP III, may be deemed to beneficially own some or all of the securities reported as being held by RMCP II and RMCP III. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. In addition, RMCP II disclaims beneficial ownership of any securities held directly by RMCP III, and RMCP III disclaims beneficial ownership of any securities held directly by RMCP II. This Form 4 shall not be deemed to be an admission that any reporting person hereunder is the beneficial owner of any of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ Willem Mesdag (on behalf of himself and the Red Mountain Entities) 2009-05-22