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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 NE 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) 02/15/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Class A common stock	02/15/2024		A		7,000(1)	A	$0.00	28,000(2)	D
Class A common stock(3)(4)								10,000,000	I	See Footnotes 3 and 4
Class A common stock(5)								3,118,474	I	See Footnote 5

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents 7,000 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 28,000 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 2) 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. Represents 3,118,474 shares of Class A common stock 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. Such 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.

	/s/ Alex Rozek	02/20/2024
	** Signature of Reporting Person	Date
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