Mesa Air (MESA) Form 4 MESA AIR / MICHAEL LOTZ 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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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^*

LOTZ MICHAEL

(Last) (First) (Middle)

410 N. 44TH STREET SUITE 700

(Street)

PHOENIX AZ 85008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MESA AIR GROUP INC [ MESA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2022

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
Common Stock	06/01/2022		M		23,158	A	$0.00	265,809	D
Common Stock	06/01/2022		M		21,573	A	$0.00	287,382	D
Common Stock	06/01/2022		M		63,045	A	$0.00	350,427	D
Common Stock	06/01/2022		F		44,781	D	$2.9	305,646	D

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
Restricted Stock Award	$0.00	06/01/2022		M			23,158	06/01/2022	(1)	Common Stock	23,158	$0.00	190,809	D
Restricted Stock Award	$0.00	06/01/2022		M			21,573	06/01/2022	(2)	Common Stock	21,573	$0.00	169,236	D
Restricted Stock Award	$0.00	06/01/2022		M			63,045	06/01/2022	(3)	Common Stock	63,045	$0.00	106,191	D
Restricted Stock Award	$0.00	06/01/2022		A		160,305		06/01/2022	(4)	Common Stock	160,305	$0.00	266,496	D

Explanation of Responses:

1. A restricted stock award of 69,474 shares was granted under the 2018 Equity Incentive Plan on June 1, 2019. This is the final tranche of this award.

2. A restricted stock award of 64,719 was granted under the 2018 Equity Incentive Plan on June 1, 2021. Additional tranches of this award will vest as follows: 21,573 shares on June 1, 2023; and 21,573 shares on June 1, 2024.

3. A restricted stock award of 189,134 was granted under the 2018 Equity Incentive Plan on June 1, 2020. The final tranche of this award will vest 63,045 shares on June 1, 2023.

4. A restricted stock award of 160,305 was granted under the 2018 Equity Incentive Plan on June 1, 2022. Tranches of this award will vest annually in equal one third increments.

Remarks:

	/s/ Michael Lotz	06/01/2022
	** 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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