Mesa Air (MESA) Form 4 MESA AIR / BRADFORD R RICH 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^*

RICH BRADFORD R

(Last) (First) (Middle)

C/O MESA AIR GROUP, INC.

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)
EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2023

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/20/2023		M		21,300	A	$0.00	67,794	D
Common Stock	03/20/2023		F		10,170	D	$2.1	57,624	D
Common Stock	03/20/2023		M		4,607	A	$0.00	62,231	D
Common Stock	03/20/2023		F		2,200	A	$2.1	60,031	D
Common Stock	03/20/2023		M		15,723	A	$0.00	75,754	D
Common Stock	03/20/2023		F		7,508	D	$2.1	68,246	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 Unit Award	$0.00	03/14/2023		A		95,238		03/20/2024(1)	(1)	Common Stock	95,238	$0.00	165,527	D
Restricted Stock Unit	$0.00	03/20/2023		M			21,300	(2)	(2)	Common Stock	21,300	$0.00	144,227	D
Restricted Stock Unit	$0.00	03/20/2023		M			4,607	(3)	(3)	Common Stock	4,607	$0.00	139,620	D
Restricted Stock Unit	$0.00	03/20/2023		M			15,723	(4)	(4)	Common Stock	15,723	$0.00	123,897	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive, on a one-for-one basis, common stock of the Issuer. An RSU award of 95,238 was granted under the 2018 Equity Incentive Plan on March 14, 2023. This award shall vest annually in three equal installments beginning on March 20, 2024, March 20, 2025 and March 20, 2026, until fully vested.

2. A restricted stock unit award of 63,898 was granted under the 2018 Equity Incentive Plan on March 26, 2020. This award is fully vested.

3. A restricted stock unit award of 13,822 was granted under the 2018 Equity Incentive Plan on March 20, 2021. These restricted stock units shall vest annually in equal one-third increments beginning on March 20, 2022, until fully vested.

4. A restricted stock unit award was granted under the 2018 Equity Incentive Plan on March 23, 2022. This award will vest as follows: 15,723 on March 20, 2023, 15,723 on March 20, 2024, and 15,724 on March 20, 2025.

Remarks:

	/s/ Bradford Rich	03/22/2023
	** 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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