Sec Form 4 Filing - AXAR CAPITAL MANAGEMENT L.P. @ REPUBLIC AIRWAYS HOLDINGS INC - 2016-12-23

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person AXAR CAPITAL MANAGEMENT L.P. 2. Issuer Name and Ticker or Trading Symbol REPUBLIC AIRWAYS HOLDINGS INC [ RJETQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1330 AVENUE OF THE AMERICAS, SIXTH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2016 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.001 per share 12/23/2016 S( 1 ) 2,023,000 D $ 0 ( 1 ) 8,092,000 I ( 6 ) ( 7 ) See footnotes ( 6 ) ( 7 ) Common Stock, par value $0.001 per share 12/23/2016 S( 2 ) 2,023,000 D $ 0 ( 2 ) 6,069,000 I ( 6 ) ( 7 ) See footnotes ( 6 ) ( 7 ) Common Stock, par value $0.001 per share 12/23/2016 S( 3 ) 2,023,000 D $ 0 ( 3 ) 4,046,000 I ( 6 ) ( 7 ) See footnotes ( 6 ) ( 7 ) Common Stock, par value $0.001 per share 12/23/2016 S( 4 ) 2,023,000 D $ 0 ( 4 ) 2,023,000 I ( 6 ) ( 7 ) See footnotes ( 6 ) ( 7 ) Common Stock, par value $0.001 per share 12/23/2016 S( 5 ) 2,023,000 D $ 0 ( 5 ) 0 I ( 6 ) ( 7 ) See footnotes ( 6 ) ( 7 )

Table II - Derivative Secur ities 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AXAR CAPITAL MANAGEMENT L.P. 1330 AVENUE OF THE AMERICAS SIXTH FLOOR NEW YORK, NY10019 X Axar GP, LLC 1330 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY10019 X Axelrod Andrew 1330 AVENUE OF THE AMERICAS, 6TH FLOOR NEW YORK, NY10019 X Signatures Axar Capital Management, LP, By: Axar GP LLC, its general partner, By: /s/ Andrew Axelrod, its Managing Member 12/23/2016 Signature of Reporting Person Date Axar GP LLC, By: /s/ Andrew Axelrod, its Managing Member 12/23/2016 Signature of Reporting Person Date /s/ Andrew Axelrod 12/23/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 23, 2016, (the "Transaction Date"), the Reporting Persons entered into and consummated a private sale of 2,023,000 shares for $100 to an individual who is unaffiliated with the Reporting Persons. ( 2 )On the Transaction Date, the Reporting Persons entered into and consummated a private sale of 2,023,000 shares for $100 to an individual who is unaffiliated with the Reporting Persons. ( 3 )On the Transaction Date, the Reporting Persons entered into and consummated a private sale of 2,023,000 shares for $100 to an individual who is unaffiliated with the Reporting Persons. ( 4 )On the Transaction Date, the Reporting Persons entered into and consummated a private sale of 2,023,000 shares for $100 to an individual who is unaffiliated with the Reporting Persons. ( 5 )On the Transaction Date, the Reporting Persons entered into and consummated a private sale of 2,023,000 shares for $100 to an individual who is unaffiliated with the Reporting Persons. ( 6 )This Form 4 is filed by Axar Capital Management, LP (the "Investment Manager"), Axar GP LLC ("GP") and Mr. Andrew Axelrod, with respect to the shares of Common Stock held by Axar Master Fund, Ltd. The Investment Manager serves as the investment manager of Axar Master Fund, Ltd. GP is the general partner of Investment Manager. Mr. Andrew Axelrod serves as the managing member of the GP. ( 7 )Pursuant to Rule 16a-1 under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may have been deemed to be the beneficial owner of the securities reported herein to the extent of his or its pecuniary interest therein, but disclaims beneficial ownership in excess of such amount; and pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is or was, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount.

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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