X0306 4 2017-03-10 0 0000894081 Air Transport Services Group, Inc. ATSG 0001374566 MESDAG WILLEM C/O RED MOUNTAIN CAPITAL PARTNERS LLC 10100 SANTA MONICA BOULEVARD, SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below 0001374603 RED MOUNTAIN PARTNERS, L.P. 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 0 1 Please refer to Remarks below 0001374606 RMCP GP LLC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below 0001374607 RED MOUNTAIN CAPITAL MANAGEMENT INC 10100 SANTA MONICA BOULEVARD SUITE 925 LOS ANGELES CA 90067 0 0 0 1 Please refer to Remarks below Common Stock 2017-03-10 4 S 0 343624 17.17 D 6983247 I See footnote 1 and Remarks below Common Stock 2017-03-13 4 S 0 211557 16.55 D 6771690 I See footnote 3 and Remarks below Common Stock 2017-03-14 4 S 0 68252 16.00 D 6703438 I See footnote 4 and Remarks below These shares of Common Stock were sold by Red Mountain Partners, L.P. ("RMP") on the open market. The price reported in Column 4 is a weighted average per share sale price. These shares were sold in multiple transactions at prices ranging from $17.00 to $17.62, inclusive. Each of RMP, RMCP GP LLC ("RMCP GP"), Red Mountain Capital Partners LLC ("RMCP LLC"), Red Mountain Capital Management, Inc. ("RMCM"), and Willem Mesdag undertakes to provide to Air Transport Services Group, Inc. (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were sold. These shares are held by RMP. These shares of Common Stock were sold by RMP on the open market. The price reported in Column 4 is a weighted average per share sale price. These shares were sold in multiple transactions at prices ranging from $16.45 to $16.98, inclusive. Each of RMP, RMCP GP, RMCP LLC, RMCM, and Mr. Mesdag undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were sold. These shares of Common Stock were sold by RMP on the open market. The price reported in Column 4 is a weighted average per share sale price. These shares were sold in multiple transactions at prices ranging from $15.85 to $16.15, inclusive. Each of RMP, RMCP GP, RMCP LLC, RMCM, and Mr. Mesdag undertakes to provide to the Company, any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the price at which these shares were sold. This Form 4 is jointly filed by (i) RMP, (ii) RMCP GP, (iii) RMCP LLC, (iv) RMCM, and (v) Mr. Mesdag. RMCP GP is the general partner of RMP. 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 RMP, may be deemed to beneficially own some or all of the securities reported as being held by RMP. Each of the reporting persons hereunder disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. 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 each of the other reporting persons 2017-03-14