Statement of Ownership (sc 13g)
August 13 2021 - 5:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange
Act of 1934
(Amendment No.
)*
Atlas Air Worldwide
Holdings, Inc.
|
(Name of Issuer)
Common Stock,
$0.01 Par Value
|
(Title of Class of Securities)
(CUSIP Number)
August 6,
2021
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. Beneficial ownership information contained herein is given as of the date listed above.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
1
|
Names
of Reporting Persons.
Sixth Street Partners Management Company, L.P.
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) ☐
|
|
(b) ☐
|
3
|
SEC Use Only
|
4
|
Citizenship
or Place of Organization.
Delaware
|
Number
of Shares
Beneficiall y
Owned by
Each
Reporting
Person With
|
5 Sole
Voting Power
0 shares
|
|
|
6 Shared
Voting Power
1,517,698 shares
|
|
|
7 Sole
Dispositive Power
0 shares
|
|
|
8 Shared
Dispositive Power
1,517,698 shares
|
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,517,698 shares
|
|
10
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
|
11
|
Percent of
Class Represented by Amount in Row (9)
5.23% (1)
|
|
12
|
Type of Reporting
Person (See Instructions)
PN
|
|
(1) Based on 29,024,886 shares of Common Stock, $0.01 Par Value (“Common
Stock”) of Atlas Air Worldwide Holdings Inc. (the “Issuer”) outstanding as of July 30, 2021, as reported in the
Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 5, 2021.
1
|
Names
of Reporting Persons.
Alan Waxman
|
2
|
Check the Appropriate Box if a Member of a Group (See Instructions)
|
|
(a) ☐
|
|
(b) ☐
|
3
|
SEC Use Only
|
4
|
Citizenship
or Place of Organization.
United States of America
|
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
|
5 Sole
Voting Power
0 shares
|
|
|
6 Shared
Voting Power
1,517,698 shares
|
|
|
7 Sole
Dispositive Power
0 shares
|
|
|
8 Shared
Dispositive Power
1,517,698 shares
|
|
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,517,698 shares
|
|
10
|
Check if the
Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐
|
|
11
|
Percent of
Class Represented by Amount in Row (9)
5.23% (2)
|
|
12
|
Type of Reporting
Person (See Instructions)
IN, HC
|
|
(2) Based on 29,024,886 shares of Common Stock of Issuer outstanding as of July 30, 2021, as reported in the Issuer’s Form 10-Q
filed with the Securities and Exchange Commission on August 5, 2021.
(a)
|
Name of Issuer
|
|
Atlas Air Worldwide Holdings, Inc.
|
(b)
|
Address of Issuer’s Principal Executive
Offices
|
|
2000 Westchester Avenue, Purchase, NY 10577
|
(a)
|
Name of Person Filing
|
|
This Schedule 13G is being filed jointly by Sixth Street Partners Management Company, L.P.,
a Delaware limited liability company (“Management Company”) and Alan Waxman (each a “Reporting Person”
and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated by reference herein in
accordance with Rule 13d-1(k)(1) under the Act.
Management Company ultimately indirectly controls (i) Sixth Street Adjacent Opportunities GenPar,
L.P., a Delaware limited partnership, which is the managing member of TAO Finance 1, LLC (“TAO Finance”), which
directly holds 800,626 shares of Common Stock of the Issuer; (ii) Sixth Street Fundamental Strategies GenPar, L.P., a Delaware limited
partnership, which is the managing member of Conifer Finance 1, LLC, a Delaware limited liability company (“Conifer”),
which directly holds 552,001 shares of Common Stock of the Issuer; and (iii) Sixth Street Opportunities GenPar IV, L.P., a Delaware
limited partnership, which is the managing member of Redwood IV Finance 1, LLC, a Delaware limited liability company (“Redwood”),
which directly holds 165,071 shares of Common Stock of the Issuer (together with the shares directly held by TAO Finance and Conifer,
the “Shares”). Because of Management Company’s relationship with TAO Finance, Conifer and Redwood, Management
Company may be deemed to beneficially own the Shares. Management Company is managed by its general partner, whose managing member
is Alan Waxman. Mr. Waxman disclaims beneficial ownership of the Shares except to the extent of their pecuniary interest therein.
|
(b)
|
Address of Principal Business Office or, if
none, Residence
|
|
The principal business address
of Sixth Street Partners Management Company, L.P. is c/o Sixth Street Partners, LLC, 2100 McKinney Avenue,
Suite 1500, Dallas, Texas 72501.
The principal business address of Alan Waxman is c/o Sixth
Street Partners, LLC, Suite 3300, 345 California Street, San Francisco, CA 94104.
|
(c)
|
Citizenship
|
|
Sixth Street Partners Management
Company, L.P. is a limited partnership organized under the laws of the State of Delaware.
Alan Waxman is a United States citizen.
|
(d)
|
Title of Class of Securities
|
|
Common Stock, $0.01 Par Value
|
(e)
|
CUSIP Number
|
|
049164205
|
Item 3.
|
If this statement is filed pursuant to §§240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
|
Not applicable.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned
Sixth Street Partners Management Company, L.P. may be deemed the
beneficial owner of 1,517,698 shares of Common Stock.
Alan Waxman may be deemed the beneficial owner of 1,517,698
shares of Common Stock.
(b) Percent of Class
The information set forth in Row 11 on the cover page for each of
Sixth Street Partners Management Company, L.P. and Alan Waxman is hereby incorporated by reference into this Item 4(b) for each such
person.
(c) Number
of shares as to which such person has:
The information set forth in Rows 5 through 8 on the cover page
for each of Sixth Street Partners Management Company, L.P. and Alan Waxman is hereby incorporated by reference into this Item 4(b) for
each such person.
Item 5.
|
Ownership of Five Percent or Less of a Class
|
|
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following ☐.
|
Item 6.
|
Ownership of More than Five
Percent on Behalf of Another Person
|
|
Not applicable.
|
Item 7.
|
Identification and Classification
of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
|
|
Not applicable.
|
Item 8.
|
Identification and Classification
of Members of the Group
|
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group
|
|
Not applicable.
|
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and not held in connection with or as a participant in any transaction
having that purpose or effect, other than in connection with a nomination under §240.14a–11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August
13, 2021
|
Sixth Street Partners Management Company, L.P.
|
|
|
|
By:
|
/s/
David Stiepleman (3)
|
|
|
Name: David Stiepleman
|
|
|
Title: Authorized Signatory of the GP of Sixth Street Partners Management
Company, L.P.
|
|
Alan Waxman
|
|
|
|
By:
|
/s/ Joshua
Peck (3)(4)
|
|
|
Name: Joshua Peck
|
|
|
Title: Joshua Peck, on behalf of Alan Waxman
|
(3) Sixth Street Partners Management Company, L.P. and Alan Waxman are jointly filing this
Schedule 13G pursuant to the Joint Filing Agreement dated July 21, 2021, which was previously filed with the Securities and Exchange
Commission.
(4) Joshua Peck is signing on behalf of Alan Waxman pursuant to the authorization and designation
letter dated July 9, 2021, which was previously filed with the Securities and Exchange Commission.
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