Statement of Changes in Beneficial Ownership (4)
28 December 2022 - 10:27AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Rozek Alexander Buffett |
2. Issuer Name and Ticker or Trading Symbol
Sky Harbour Group Corp
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SKYH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O BOSTON OMAHA CORPORATION, 1601 DODGE STREET, SUITE 3300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/22/2022 |
(Street)
OMAHA, NE 68102
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A common stock | 12/22/2022 | | A | | 7000 (1) | A | $0 | 7000 (2) | D | |
Class A common stock (3) | | | | | | | | 10000000 | I | See Footnote 3 |
Class A common stock (4) | | | | | | | | 3193474 | I | See Footnote 4 |
Class A common stock (5) | | | | | | | | 206250 | I | See Footnote 5 |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 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 vest in installments in accordance with the terms of the applicable RSU agreement, provided the reporting person remains in service through the applicable vesting date. |
(2) | Reported amount includes 7,000 RSUs. |
(3) | Comprised of (i) 4,500,000 shares of Class A common stock purchased by 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 in August 2021 and which converted to 5,500,000 shares of Class A common stock upon the closing of the Business Combination. These shares are held by Boston Omaha Corporation and Alex B. Rozek is a director of Boston Omaha Corporation. As such, he may be deemed to have or share beneficial ownership of the Class A common stock held directly by Boston Omaha Corporation. 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. |
(4) | 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. |
(5) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Rozek Alexander Buffett C/O BOSTON OMAHA CORPORATION 1601 DODGE STREET, SUITE 3300 OMAHA, NE 68102 | X | X |
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Signatures
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/s/ Alex Rozek | | 12/27/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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