Sec Form 4 Filing - Wellmon Nick @ Sky Harbour Group Corp - 2022-01-25

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
Wellmon Nick
2. Issuer Name and Ticker or Trading Symbol
Sky Harbour Group Corp [ SKYH]
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 SKY HARBOUR GROUP CORPORATION, 136 TOWER ROAD, HANGAR M, SUITE 205
3. Date of Earliest Transaction (MM/DD/YY)
01/25/2022
(Street)
WHITE PLAINS, NY10604
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class B Common Stock 01/25/2022 A 11,640,460 A 11,640,460 I( 2 ) By Due West Partners LLC
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
Common Units ( 3 ) 01/25/2022 A 11,640,460 ( 3 ) ( 3 ) Class A Common Stock 11,640,460 ( 1 ) 11,640,460 I( 2 ) By Due West Partners LLC
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wellmon Nick
C/O SKY HARBOUR GROUP CORPORATION
136 TOWER ROAD, HANGAR M, SUITE 205
WHITE PLAINS, NY10604
X X
Signatures
/s/ Gerald Adler, Attorney-in-Fact 01/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the closing of the business combination between Yellowstone Acquisition Company and Sky Harbour LLC ("Sky") on January 25, 2022, certain existing equity interests previously issued by Sky were reclassified and reissued by Sky into new Common Units. In addition, each equityholder of Common Units received an equivalent number of Class B Common Stock of the Issuer. Holders of Class B Common Stock are entitled to voting rights but have no economic rights.
( 2 )The securities reported herein are held by Due West Partners LLC ("Due West"). The Reporting Person is the Founder and Managing Partner of Due West, and as such has voting and investment discretion with respect to the securities held by Due West and may be deemed to have beneficial ownership of the securities held directly by Due West. 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. The Reporting Person disclaims beneficial ownership except to the extent of his pecuniary interest.
( 3 )Subject to the terms of the Third Amended and Restated Operating Agreement of Sky, the Common Units of Sky may be tendered for redemption by the Reporting Person for shares of the Issuer's Class A Common Stock on a one-to-one basis. The Common Units do not expire.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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