SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* LC CAPITAL MASTER FUND LTD (Last) (First) (Middle) C/O TRIDENT FUND SERVICES (BVI) LIMITED PO BOX 146, WATERFRONT DR, WICKHAMS CAY (Street) ROAD TOWN, TORTOLA D8 00000 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/25/2009	3. Issuer Name and Ticker or Trading Symbol MESA AIR GROUP INC [ MESA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	27,384,000	D(1)
Common Stock	27,384,000	I	See Footnote(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Senior Convertible Notes due 2024	(3)	02/10/2024	Common Stock	576,536	(4)	D(1)
Senior Convertible Notes due 2024	(3)	02/10/2024	Common Stock	576,536	(4)	I	See Footnote(2)

1. Name and Address of Reporting Person* LC CAPITAL MASTER FUND LTD (Last) (First) (Middle) C/O TRIDENT FUND SERVICES (BVI) LIMITED PO BOX 146, WATERFRONT DR, WICKHAMS CAY (Street) ROAD TOWN, TORTOLA D8 00000 (City) (State) (Zip)

1. Name and Address of Reporting Person* LAMPE, CONWAY & CO. LLC (Last) (First) (Middle) 680 FIFTH AVENUE, SUITE 1202 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* LAMPE STEVEN (Last) (First) (Middle) C/O LAMPE, CONWAY & CO. LLC 680 FIFTH AVENUE, SUITE 1202 (Street) NEW YORK NY 10019 (City) (State) (Zip)

1. Name and Address of Reporting Person* CONWAY RICHARD F (Last) (First) (Middle) C/O LAMPE, CONWAY & CO. LLC 680 FIFTH AVENUE, SUITE 1202 (Street) NEW YORK NY 10019 (City) (State) (Zip)

Explanation of Responses:

1. These securities are owned by LC Capital Master Fund, Ltd., which is a Reporting Person.

2. These securities may be deemed to be beneficially owned by Lampe, Conway & Co., LLC, the investment manager of LC Capital Master Fund, Ltd., Steven G. Lampe, a managing member of Lampe, Conway & Co., LLC, and Richard F. Conway, a managing member of Lampe, Conway & Co., LLC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The Senior Convertible Notes due 2024 (the "Notes") are presently convertible into shares of the issuer's Common Stock.

4. Each $1,000 of the principal amount of the Notes is convertible into 40.3737 shares of the issuer's Common Stock, subject to adjustment in certain events described in the issuer's Form S-3, dated May 7, 2004.

	LC Capital Master Fund, Ltd., By: /s/ Richard F. Conway, Director	03/03/2009
	Lampe, Conway & Co., LLC, By: /s/ Richard F. Conway, Managing Member	03/03/2009
	/s/ Steven G. Lampe	03/03/2009
	/s/ Richard F. Conway	03/03/2009
	** Signature of Reporting Person	Date
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