Sec Form 4 Filing - Axelrod Andrew @ Global Crossing Airlines Group Inc. - 2023-12-21

Insider filing report for Changes in Beneficial Ownership
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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
Axelrod Andrew
2. Issuer Name and Ticker or Trading Symbol
Global Crossing Airlines Group Inc. [ JETMF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AXAR CAPITAL MANAGEMENT L.P., 402 W 13TH STREET, FLOOR 5
3. Date of Earliest Transaction (MM/DD/YY)
12/21/2023
(Street)
NEW YORK, NY10014
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
Table II - Derivative Securities 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
Warrants to purchase Common Stock $ 1 12/21/2023 D 1,233,285 08/02/2023 06/30/2030 Common Stock 1,233,285 $ 0 3,766,715 I See footnote ( 1 ) ( 2 )
Warrants to purchase Common Stock $ 1 12/21/2023 A 1,428,736 12/21/2023 06/30/2030 Common Stock 1,428,736 $ 0 5,195,451 I See footnote ( 1 ) ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Axelrod Andrew
C/O AXAR CAPITAL MANAGEMENT L.P.
402 W 13TH STREET, FLOOR 5
NEW YORK, NY10014
X X
AXAR CAPITAL MANAGEMENT L.P.
C/O AXAR CAPITAL MANAGEMENT L.P.
402 W 13TH STREET, FLOOR 5
NEW YORK, NY10014
X X
Axar GP, LLC
C/O AXAR CAPITAL MANAGEMENT L.P.
402 W 13TH STREET, FLOOR 5
NEW YORK, NY10014
X X
Signatures
/s/ Andrew Axelrod 12/26/2023
Signature of Reporting Person Date
AXAR CAPITAL MANAGEMENT L.P., By: Axar GP LLC, its general partner, By: /s/ Andrew Axelrod, its Sole Member 12/26/2023
Signature of Reporting Person Date
AXAR GP, LLC, By: /s/ Andrew Axelrod, its Sole Member 12/26/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
( 2 )Andrew Axelrod serves as the sole member of Axar GP, LLC, a Delaware limited liability company (the "GP"), which is the general partner of Axar Capital Management L.P., a Delaware limited partnership, that serves as the investment manager (the "Investment Manager") to certain funds and/or managed accounts (collectively, the "Axar Vehicles"), with respect to these warrants (and any common stock received upon exercise thereof) held by the Axar Vehicles.

Remarks:
Because Mr. Axelrod serves on the board of directors of the Issuer as a representative of the Reporting Persons, each of the Investment Manager and the GP may be deemed a director of the Issuer by deputization of Mr. Axelrod.

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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