SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip)	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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/12/2009
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, No Par Value	02/12/2009		P		528,900(2)(6)	A	$0.0486(2)(6)	14,751,556	I	See footnote(1)
Common Stock, No Par Value	02/12/2009		S		3,141,000(3)(6)	D	$0.0461(3)(6)	11,610,556	I	See footnote(1)
Common Stock, No Par Value	02/13/2009		P		7,000(4)(6)	A	$0.0415(4)(6)	11,617,556	I	See footnote(1)
Common Stock, No Par Value	02/13/2009		S		1,508,200(5)(6)	D	$0.0403(5)(6)	10,109,356	I	See footnotes(1)(7)(8)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person* GOLDMAN SACHS GROUP INC (Last) (First) (Middle) 85 BROAD ST (Street) NEW YORK NY 10004 (City) (State) (Zip)

1. Name and Address of Reporting Person* GOLDMAN SACHS & CO (Last) (First) (Middle) 85 BROAD STREET (Street) NEW YORK NY 10004 (City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs", and together with GS Group, the "Reporting Persons"). The securities reported herein as indirectly purchased or sold were beneficially owned directly by Goldman Sachs. Without admitting any legal obligation, Goldman Sachs will remit appropriate profits, if any, to Mesa Air Group, Inc. (the "Company"). Goldman Sachs is a wholly-owned subsidiary of GS Group.

2. Reflects the purchase of 528,900 shares of the Comany's common stock, no par value per share (the "Common Stock") by Goldman Sachs at a weighted average purchase price of $0.0486 per share, at prices ranging from $0.0400 to $0.0605 per share.

3. Reflects the sale of 3,141,000 shares of Common Stock by Goldman Sachs at a weighted average sale price of $0.0461 per share, at prices ranging from $0.0400 to $0.0605 per share.

4. Reflects the purchase of 7,000 shares of Common Stock by Goldman Sachs at a weighted average purchase price of $0.0415 per share, at prices ranging from $0.0401 to $0.0499 per share.

5. Reflects the sale of 1,508,200 shares of Common Stock by Goldman Sachs at a weighted average sale price of $0.0403 per share, at prices ranging from $0.0400 to $0.0499 per share.

6. The Reporting Persons will provide, upon request by the staff of the Securities and Exchange Commission (the "Commission"), the Company, or a security holder of the Company, full information regarding the number of shares purchased or sold at each separate price.

7. Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 10,109,356 shares of Common Stock. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

8. As of February 13, 2009, the Reporting Persons ceased to beneficially own more than 10% of the shares of Common Stock outstanding per the information reported in the Company's Current Report on Form 8-K filed with the Commission on February 12, 2009, and are therefore no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Kevin P. Treanor, Attorney-in-fact	02/17/2009
	/s/ Kevin P. Treanor, Attorney-in-fact	02/17/2009
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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