James Anthony Forbes - Dec 27, 2022 Form 4 Insider Report for ATLAS AIR WORLDWIDE HOLDINGS INC (AAWW)

Role: EVP & COO
Signature: /s/ Shannon Collins, as Attorney-in-Fact
Stock symbol: AAWW
Transactions as of: Dec 27, 2022
Transactions value $: -$1,403,944
Form type: 4
Date filed: 12/29/2022, 04:02 PM
Previous filing: Apr 19, 2022
Next filing: Mar 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AAWW	Common Stock, $0.01 par value	Award	$0	+5.77K	+59.73%	$0.00	15.4K	Dec 28, 2022	Direct
transaction	AAWW	Common Stock, $0.01 par value	Tax liability	-$229K	-2.27K	-14.72%	$100.67	13.2K	Dec 28, 2022	Direct
transaction	AAWW	Common Stock, $0.01 par value	Award	$0	+2.79K	+21.24%	$0.00	16K	Dec 28, 2022	Direct
transaction	AAWW	Common Stock, $0.01 par value	Tax liability	-$111K	-1.1K	-6.9%	$100.67	14.9K	Dec 28, 2022	Direct
transaction	AAWW	Common Stock, $0.01 par value	Award	$0	+809	+5.45%	$0.00	15.7K	Dec 28, 2022	Direct
transaction	AAWW	Common Stock, $0.01 par value	Tax liability	-$32.1K	-319	-2.04%	$100.67	15.3K	Dec 28, 2022	Direct
transaction	AAWW	Common Stock, $0.01 par value	Award	$0	+5.29K	+34.51%	$0.00	20.6K	Dec 28, 2022	Direct
transaction	AAWW	Common Stock, $0.01 par value	Tax liability	-$210K	-2.08K	-10.1%	$100.67	18.6K	Dec 28, 2022	Direct
transaction	AAWW	Common Stock, $0.01 par value	Award	$0	+20.8K	+111.95%	$0.00	39.3K	Dec 27, 2022	Direct	F1
transaction	AAWW	Common Stock, $0.01 par value	Tax liability	-$823K	-8.17K	-20.78%	$100.67	31.1K	Dec 27, 2022	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	AAWW	Restricted Stock Units	Options Exercise	$0	-5.77K	-100%	$0.00^*	Dec 28, 2022	Common Stock	5.77K	Direct	F1, F2
transaction	AAWW	Restricted Stock Units	Options Exercise	$0	-2.79K	-100%	$0.00^*	Dec 28, 2022	Common Stock	2.79K	Direct	F1, F2
transaction	AAWW	Restricted Stock Units	Options Exercise	$0	-809	-100%	$0.00^*	Dec 28, 2022	Common Stock	809	Direct	F1, F2
transaction	AAWW	Restricted Stock Units	Options Exercise	$0	-5.29K	-100%	$0.00^*	Dec 28, 2022	Common Stock	5.29K	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	In connection with the transaction contemplated by the Agreement and Plan of Merger, dated as of August 4, 2022, by and among the Issuer, Rand Parent, LLC and the other parties thereto, the vesting of the awards described herein was accelerated as contemplated by the proxy statement filed in connection with the transaction on October 19, 2022 and the section "Section 280G Mitigation Actions" therein.
F2	Upon vesting, the Reporting Person is entitled to receive one share of Common Stock for each restricted stock unit.

Content

In connection with the transaction contemplated by the Agreement and Plan of Merger, dated as of August 4, 2022, by and among the Issuer, Rand Parent, LLC and the other parties thereto, the vesting of the awards described herein was accelerated as contemplated by the proxy statement filed in connection with the transaction on October 19, 2022 and the section "Section 280G Mitigation Actions" therein.

Upon vesting, the Reporting Person is entitled to receive one share of Common Stock for each restricted stock unit.