Axar Capital Management Form 4 REPUBLIC AIRWAYS / Andrew Axelrod ownership change

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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X

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^*

AXAR CAPITAL MANAGEMENT L.P.

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS

SIXTH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REPUBLIC AIRWAYS HOLDINGS INC [ RJETQ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Common Stock, par value $0.001 per share	12/23/2016		S(1)		2,023,000	D	$0(1)	8,092,000	I(6)(7)	See footnotes(6)(7)
Common Stock, par value $0.001 per share	12/23/2016		S(2)		2,023,000	D	$0(2)	6,069,000	I(6)(7)	See footnotes(6)(7)
Common Stock, par value $0.001 per share	12/23/2016		S(3)		2,023,000	D	$0(3)	4,046,000	I(6)(7)	See footnotes(6)(7)
Common Stock, par value $0.001 per share	12/23/2016		S(4)		2,023,000	D	$0(4)	2,023,000	I(6)(7)	See footnotes(6)(7)
Common Stock, par value $0.001 per share	12/23/2016		S(5)		2,023,000	D	$0(5)	0	I(6)(7)	See footnotes(6)(7)

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

1. Name and Address of Reporting Person^*

AXAR CAPITAL MANAGEMENT L.P.

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS

SIXTH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Axar GP, LLC

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 6TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Axelrod Andrew

(Last) (First) (Middle)

1330 AVENUE OF THE AMERICAS, 6TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. On December 23, 2016, (the "Transaction Date"), the Reporting Persons entered into and consummated a private sale of 2,023,000 shares for $100 to an individual who is unaffiliated with the Reporting Persons.

2. On the Transaction Date, the Reporting Persons entered into and consummated a private sale of 2,023,000 shares for $100 to an individual who is unaffiliated with the Reporting Persons.

3. On the Transaction Date, the Reporting Persons entered into and consummated a private sale of 2,023,000 shares for $100 to an individual who is unaffiliated with the Reporting Persons.

4. On the Transaction Date, the Reporting Persons entered into and consummated a private sale of 2,023,000 shares for $100 to an individual who is unaffiliated with the Reporting Persons.

5. On the Transaction Date, the Reporting Persons entered into and consummated a private sale of 2,023,000 shares for $100 to an individual who is unaffiliated with the Reporting Persons.

6. This Form 4 is filed by Axar Capital Management, LP (the "Investment Manager"), Axar GP LLC ("GP") and Mr. Andrew Axelrod, with respect to the shares of Common Stock held by Axar Master Fund, Ltd. The Investment Manager serves as the investment manager of Axar Master Fund, Ltd. GP is the general partner of Investment Manager. Mr. Andrew Axelrod serves as the managing member of the GP.

7. Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may have been deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but disclaims beneficial ownership in excess of such amount; and pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is or was, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

	Axar Capital Management, LP, By: Axar GP LLC, its general partner, By: /s/ Andrew Axelrod, its Managing Member	12/23/2016
	Axar GP LLC, By: /s/ Andrew Axelrod, its Managing Member	12/23/2016
	/s/ Andrew Axelrod	12/23/2016
	** Signature of Reporting Person	Date
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