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Filing Details

Accession Number:: 0000919574-10-003111
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-05-05 13:00:00
Reporting Period:: 2010-05-03

Filing Date:: 2010-05-05
Accepted Time:: 2010-05-05 15:46:28
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1303849	Avantair Inc	AAIR	Air Transportation, Nonscheduled (4522)	201635240

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1176208	G A Jonathan Auerbach	101 Park Avenue 48Th Floor New York NY 10178	No	No	Yes	No
1353316	Hound Partners, Llc	101 Park Avenue 48Th Floor New York NY 10178	No	No	Yes	No
1375882	Hound Performance, Llc	101 Park Avenue 48Th Floor New York NY 10178	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock $.0001 Par Value Per Share	Disposition	2010-05-03	94,275	$3.10	623,787	No	4	S	Indirect	By Hound Partners Offshore Fund, LP
Common Stock $.0001 Par Value Per Share	Disposition	2010-05-03	25,481	$3.10	436,897	No	4	S	Indirect	By Hound Partners, LP
Common Stock $.0001 Par Value Per Share	Acquisiton	2010-05-03	119,756	$3.10	119,756	No	4	P	Indirect	By Hound Partners, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Hound Partners Offshore Fund, LP
No	4	S	Indirect	By Hound Partners, LP
No	4	P	Indirect	By Hound Partners, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Acquisiton	2010-05-03	1,893	$84.00	52,952	$3.57
Common Stock	Series A Convertible Preferred Stock	Disposition	2010-05-03	12,039	$84.00	336,764	$3.57
Common Stock	Series A Convertible Preferred Stock	Acquisiton	2010-05-03	10,146	$84.00	283,811	$3.57

Remaning Holdings	Exercise Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
52,843	2007-11-13	No	4	P	Indirect
37,011	2007-11-13	No	4	S	Indirect
10,146	2007-11-13	No	4	P	Indirect

Footnotes

Re-balancing transactions among related entities over which the Reporting Person may be deemed to have beneficial ownership.
The securities are held in the account of Hound Partners Offshore Fund, LP and may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners Offshore Fund, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners Offshore Fund, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The securities are held in the account of Hound Partners, LP and may be deemed to be beneficially owned by (a) Hound Performance, LLC, the general partner of Hound Partners, LP; (b) Hound Partners, LLC, the investment manager of Hound Partners, LP and (c) Jonathan Auerbach, the managing member of Hound Performance, LLC and Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The securities are held in a separately managed account managed by Hound Partners, LLC and may be deemed to be beneficially owned by (a) Hound Partners, LLC and (b) Jonathan Auerbach, the managing member of Hound Partners, LLC. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his or its pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The complete conversion price of the Series A Convertible Preferred Stock is $3.574909.
Each share of Series A Convertible Preferred Stock (a) may be redeemed by the Issuer in connection with certain change of control or acquisition transactions, (b) may be redeemed by the Issuer following the seventh anniversary of the issuance of the shares of Series A Convertible Preferred Stock, and (c) will be redeemed by the Issuer following the ninth anniversary of the issuance of the shares of Series A Convertible Preferred Stock, upon receipt of the written consent of the holders of a majority of the then outstanding shares of Series A Convertible Preferred Stock.
Each share of Series A Convertible Preferred Stock can be converted into the number of fully paid and nonassessable shares of Common Stock equal to the quotient of the Series A Convertible Preferred Stock issue price (i.e., $100) divided by the conversion price (i.e., $3.574909). Accordingly, each share of Series A Convertible Preferred Stock can be converted into 27.973 shares of Common Stock.
The entries in column 9 of the previous Form 4s filed by the Reporting Persons that reported transactions in the Series A Convertible Preferred Stock of the Issuer incorrectly listed the number of Common Shares underlying the Series A Convertible Preferred Stock, and not the number of Series A Convertible Preferred Shares, beneficially owned following the reported transactions. This Form 4 correctly includes the number of Series A Convertible Preferred Shares beneficially owned following the reported transactions.