Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) Air T, Inc. (Name of Issuer) Common Stock, $.25 par value per share (Title of Class of Securities) 009224304 (CUSIP Number) Walter Clark 3524 Airport Road Maiden, North Carolina 28650 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 8, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(e), 13d-1(f) or 13d-1(g), check the following box . SCHEDULE 13D CUSIP NO. 009224304 Page 2 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Estate of David Clark 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(3) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIA LLY OWNED BY EACH REPORTING PERSON 0 WITH 8 SHARED VOTING POWER 102,000 9 SOLE DISPOSITVE POWER 0 10 SHARED DISPOSTIVE POWER 102,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 102,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.8% 14 TYPE OF REPORTING PERSON* 00 SCHEDULE 13D CUSIP NO. 009224304 Page 3 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Walter Clark 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(3) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIA LLY OWNED BY EACH REPORTING PERSON 60,922 WITH 8 SHARED VOTING POWER 102,000 9 SOLE DISPOSITVE POWER 60,922 10 SHARED DISPOSTIVE POWER 102,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 162,922 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP NO. 009224304 Page 4 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Caroline Clark 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(3) 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 7 SOLE VOTING POWER SHARES BENEFICIA LLY OWNED BY EACH REPORTING PERSON 3,222 WITH 8 SHARED VOTING POWER 102,000 9 SOLE DISPOSITVE POWER 3,222 10 SHARED DISPOSTIVE POWER 102,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 105,222 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9% 14 TYPE OF REPORTING PERSON* IN Preliminary Note This Amendment No. 3 on Schedule 13D/A (this "Amendment") amends the statement of beneficial ownership on Schedule 13D (as amended, the "Statement") filed by the Estate of David Clark and by Walter Clark and Caroline Clark, the executors of the Estate of David Clark (the "Reporting Persons"), as amended by Amendment No. 1 thereto dated August 4, 2004 and Amendment No. 2 thereto dated October 4, 2004, with respect to the common stock, $.25 par value per share ("Common Stock"), of Air T, Inc. This Amendment reports recent transactions in the Common Stock by the Reporting Persons and that Caroline Clark and the Estate of David Clark have ceased to beneficially own more than five percent of the outstanding shares of Common Stock. This Amendment amends and restates each item included in the Statement to the extent information in that item has changed. Item 5. Interest in Securities of the Issuer. (a) Each of the Reporting Persons may be deemed to beneficially own the 102,000 shares of Common Stock held by the Estate. On the basis of 2,708,334 shares of Common Stock outstanding on the date hereof, the 102,000 shares of Common Stock held by the Estate constitute 3.8% of the outstanding shares of Common Stock. Caroline Clark may be deemed to own 105,222 shares of Common Stock, or 3.9% of the outstanding shares of Common Stock. Walter Clark may be deemed to own 162,922 shares of Common Stock, or 6.0% of the outstanding shares of Common Stock. (b) The following table sets forth, with respect to each of the Filing Persons the number of shares of Common Stock as to which such person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition. Sole Shared Sole Shared Reporting Person Voting Voting Power to Power to Power Power Dispose Dispose The Estate of David Clark 0 102,000 0 102,000 Walter Clark 60,922 102,000 60,922 102,000 Caroline Clark 3,222 102,000 3,222 102,000 (c) On October 8, 2004, the Estate of David Clark sold 93,000 shares of Common Stock in market transactions as follows: Number of Shares sold Price Per Share 925 $27.80 75 $27.81 4,050 $27.90 200 $27.91 1,100 $27.93 50 $27.96 1,400 $28.00 200 $28.05 3,690 $28.50 450 $28.51 200 $28.52 32 $28.53 7,050 $28.60 4,952 $28.61 350 $28.62 6,578 $28.65 1,881 $28.85 600 $28.86 100 $28.89 2,117 $29.00 4,337 $29.20 2,800 $29.21 94 $29.22 2,000 $29.26 600 $29.30 1,000 $29.32 1,000 $29.37 3,000 $29.38 1,200 $29.40 80 $29.42 400 $29.44 2,994 $29.45 6 $29.49 1,400 $29.60 920 $29.70 1,500 $30.12 1,169 $30.25 400 $30.26 500 $30.27 5,700 $30.30 200 $30.31 1,000 $30.32 3,000 $30.35 2,100 $30.36 1,045 $30.37 2,255 $30.40 10,800 $30.45 1,000 $30.50 200 $30.51 2,000 $30.52 100 $30.55 100 $30.70 2,000 $30.71 100 $30.75 On November 17, 2004, the Estate of David Clark sold 105,000 shares of Common Stock in market transactions as follows: Number of Shares sold Price Per Share 9,900 $23.00 5,000 $23.25 1,900 $23.36 200 $23.37 3,900 $23.40 5,900 $23.45 10,796 $23.50 5,000 $23.53 700 $23.57 600 $23.58 6,100 $23.60 4 $23.63 4,500 $23.64 450 $23.66 5,000 $23.67 400 $23.70 2,600 $23.75 5,500 $23.76 100 $23.83 4,400 $23.84 10,000 $24.00 500 $24.15 600 $24.50 5,000 $24.78 2,000 $24.80 5,000 $24.88 50 $24.90 4,900 $25.00 1,000 $25.50 1,700 $26.27 300 $26.28 1,000 $26.37 On November 10, 2004, Walter Clark exercised options to acquire 50,000 shares of common stock at an exercise price of $3.19 per share. Mr. Clark used his personal funds to pay the exercise price. (d) The information set forth in Items 4 and 6 is incorporated by reference herein. (e) On November 17, 2004, Caroline Clark and the Estate of David Clark ceased to beneficially own more than five percent of the outstanding shares of Common Stock. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: December 9, 2004 /s/ Walter Clark Walter Clark, individually and as Executor of the Estate of David Clark Date: December 9, 2004 /s/ Caroline Clark Caroline Clark, individually and as Executor of the Estate of David Clark