Sec Form 4 Filing - ORNSTEIN JONATHAN G @ MESA AIR GROUP INC - 2023-06-01

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 ORNSTEIN JONATHAN G 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) CEO (Last) (First) (Middle) 410 N. 44TH STREET SUITE 700 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2023 (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 06/01/2023 M 79,602 A $ 0 744,106 D Common Stock 06/01/2023 M 27,238 A $ 0 771,344 D Common Stock 06/01/2023 M 67,468 A $ 0 838,812 D Common Stock 06/01/2023 F 77,655 D $ 1.66 761,157 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 Der ivative 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 Award $ 0 06/01/2023 M 79,602 06/01/2023 ( 1 ) Common Stock 79,602 $ 0 256,883 D Restricted Stock Award $ 0 06/01/2023 M 27,238 06/01/2023 ( 2 ) Common Stock 27,238 $ 0 229,645 D Restricted Stock Award $ 0 06/01/2023 M 67,468 06/01/2023 ( 3 ) Common Stock 67,468 $ 0 162,177 D Restricted Stock Award $ 0 06/01/2023 A 72,421 06/01/2023 ( 4 ) Common Stock 72,421 $ 0 234,598 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ORNSTEIN JONATHAN G 410 N. 44TH STREET SUITE 700 PHOENIX, AZ85008 CEO Signatures /s/Jonathan Ornstein 06/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )A restricted stock award of 238,806 was granted under the 2018 Equity Incentive Plan on June 1, 2020. This is the final tranche of this award. ( 2 )A restricted stock award of 81,716 shares was granted under the 2018 Equity Incentive Plan on June 1, 2021. The final tranche of this award will vest 27,240 shares on June 1, 2024. ( 3 )A restricted stock award of 202,405 shares was granted under the 2018 Equity Incentive Plan on June 1, 2022. Additional tranches of this award will vest as follows: 67,468 shares on June 1, 2024; and 67,469 shares on June 1, 2025. ( 4 )A restricted stock award of 72,421 shares was granted under the 2018 Equity Incentive Plan on June 1, 2023. Tranches of this award will vest annually in equal one third increments.

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).

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