Sec Form 4 Filing - GILLMAN BRIAN S @ MESA AIR GROUP INC - 2018-08-10

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 GILLMAN BRIAN S 2. Issuer Name and Ticker or Trading Symbol MESA AIR GROUP INC [ MESA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP/GC/Secretary (Last) (First) (Middle) 410 N. 44TH STREET, SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2018 (Street) PHOENIX, AZ85008 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 Common Stock 78,670 D Common Stock 08/10/2018 A 16,515 ( 2 ) ( 3 ) A $ 0 95,185 D

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 Restricted Stock Units $ 0 08/10/2018 D( 1 ) 7,160 ( 1 ) ( 1 ) Common Stock 7,160 $ 0 0 D Stock Appreciation Rights $ 6.8 08/10/2018 D( 2 ) 25,000 ( 2 ) 07/20/2025 Common Stock 25,000 $ 0 0 D Stock Appreciation Rights $ 7.1 08/10/2018 D( 3 ) 41,668 ( 3 ) 01/18/2026 Common Stock 41,668 $ 0 0 D Restricted Stock Award $ 0 08/10/2018 D( 4 ) 15,000 ( 4 ) ( 4 ) Common Stock 15,000 $ 0 0 D Restricted Stock Award $ 0 08/10/2018 D( 5 ) 9,060 ( 5 ) ( 5 ) Common Stock 9,060 $ 0 0 D Restricted Stock Award $ 0 08/10/2018 D( 6 ) 11,783 ( 6 ) ( 6 ) Common Stock 11,783 $ 0 0 D Restricted Stock Award $ 0 08/10/2018 A 92,437 ( 7 ) 09/03/2018 ( 7 ) Common Stock 92,437 $ 0 92,437 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GILLMAN BRIAN S 410 N. 44TH STREET, SUITE 700 PHOENIX, AZ85008 EVP/GC/Secretary Signatures /s/ Brian S. Gillman 08/14/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The restricted stock units under this grant were cancelled in exchange for shares of restricted common stock issued under the 2018 Equity Incentive Plan in a grant dated August 10, 2018. ( 2 )The stock appreciation rights under this award were cancelled in exchange for shares of restricted common stock issued under the 2018 Equity Incentive Plan in a grant dated August 10, 2018. ( 3 )The vested stock appreciation rights under this award were cancelled in exchange for shares of restricted common stock issued under the 2018 Equity Incentive Plan in a grant dated August 10, 2018. Stock appreciation rights for 13,888 that were unvested were cancelled in exchange for unvested restricted stock under the 2018 Equity Incentive Plan in a grant dated August 10, 2018. ( 4 )The restricted stock under this grant was cancelled in exchange for shares of restricted common stock issued under the 2018 Equity Incentive Plan, in a grant dated August 10, 2018. ( 5 )The restricted stock under this grant was cancelled in exchange for shares of restricted common stock issued under the 2018 Equity Incentive Plan, in a grant dated August 10, 2018. ( 6 )The restricted stock under this grant was cancelled in exchange for shares of restricted common stock issued under the 2018 Equity Incentive Plan, in a grant dated August 10, 2018. ( 7 )A restricted stock award was granted under the 2018 Equity Incentive Plan in a grant dated August 10, 2018, and vests as follows: 25,000 shares on September 3, 2018; 7,314 shares on January 21, 2019; 24,237 shares on June 1, 2019; 7,500 shares on July 21, 2019; 15,179 shares on June 1, 2020; 7,500 shares on July 21, 2020; and 5,707 shares on June 1, 2021.

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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