SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rozek Alexander Buffett

(Last)

(First)

(Middle)

C/O BOSTON OMAHA CORPORATION

1601 DODGE STREET, SUITE 3300

(Street)

OMAHA

68102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sky Harbour Group Corp [ SKYH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	02/14/2023		A		14,000⁽¹⁾	A	$0	21,000⁽²⁾	D
Class A common stock⁽³⁾⁽⁴⁾								10,000,000	I	See Footnotes 3 and 4
Class A common stock⁽⁵⁾								3,193,474	I	See Footnote 5
Class A common stock⁽⁶⁾								206,250	I	See Footnote 6

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted under the Sky Harbour Group Corporation 2022 Incentive Award Plan. Each RSU represents the contingent right to receive, in accordance with the terms of the applicable RSU agreement, one share of Class A common stock of the Issuer for each vested RSU. The RSUs will vest in four equal annual installments beginning on the first anniversary of the date of grant, provided the reporting person remains in service through the applicable vesting date.

2. Reported amount includes 21,000 RSUs.

3. Comprised of (i) 4,500,000 shares of Class A common stock purchased by BOC YAC Funding, LLC, a wholly-owned subsidiary of Boston Omaha Corporation upon the closing of the business combination between Yellowstone Acquisition Company and Sky Harbour LLC (the "Business Combination") and (ii) 5,500,000 shares of Class A common stock issued in connection with the automatic conversion of Series B Preferred Units of Sky Harbour LLC purchased by BOC YAC Funding, LLC in August 2021 and which converted to 5,500,000 shares of Class A common stock upon the closing of the Business Combination.

4. (Continued from Footnote 3) These shares are held by BOC YAC Funding, LLC, the wholly owned subsidiary of Boston Omaha Corporation and Alex B. Rozek is a director of Boston Omaha Corporation and a manager of BOC YAC Funding, LLC. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by BOC YAC Funding LLC. Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation.

5. 3,193,474 shares of Class A common stock were issued in connection with the automatic conversion of an equal number of shares of Class B common stock which converted to Class A common stock upon the closing of the Business Combination. These shares are held directly by BOC Yellowstone LLC and Alex B. Rozek is a manager of BOC Yellowstone LLC, which is owned by Boston Omaha Corporation. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by BOC Yellowstone LLC. Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation. This includes an aggregate of 75,000 shares of Class A common stock set aside for the three former directors of Yellowstone Acquisition Company, which shares are in the process of being transferred over to these former directors.

6. 206,250 shares of Class A common stock and their applicable underlying derivative securities are held directly by BOC Yellowstone II LLC. BOC Yellowstone LLC is the sole managing member of BOC Yellowstone II LLC, and Alex B. Rozek is a manager of BOC Yellowstone LLC, which is owned by Boston Omaha Corporation. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by BOC Yellowstone II LLC. Mr. Rozek disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary indirect interest he may have therein as a stockholder of Boston Omaha Corporation. This includes an aggregate of 206,250 shares of Class A common stock which are in the process of being distributed to Meteora Special Opportunity Fund I, L.P., an original investor in BOC Yellowstone II LLC.

	/s/ Alex Rozek	02/16/2023
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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