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OMB
APPROVAL
OMB
Number: 3235-0145
Expires:
February 28, 2009
Estimated
average burden
hours
per response………11
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
(Amendment
No.__)*
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Mesa
Air Group, Inc.
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(Name
of Issuer)
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Common
Stock
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|
(Title
of Class of Securities)
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|
590479101
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(CUSIP
Number)
|
|
February
25, 2009
|
|
(Date
of Event Which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[_] Rule
13d-1(b)
[X] Rule
13d-1(c)
[_] Rule
13d-1(d)
__________
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No
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590479101
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||
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1.
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NAME
OF REPORTING PERSONS
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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|||
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LC
Capital Master Fund, Ltd.
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|||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
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|
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(a) [_]
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(b) [X]
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||
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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Cayman
Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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|
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5.
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SOLE
VOTING POWER
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0
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6.
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SHARED
VOTING POWER
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27,960,536
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7.
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SOLE
DISPOSITIVE POWER
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0
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8.
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SHARED
DISPOSITIVE POWER
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27,960,536
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|
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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27,960,536
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|
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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[_]
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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19.0%*
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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* Based
on 146,690,787 shares outstanding as reported by the issuer to the reporting
persons, adjusted for convertible notes held by the reporting
persons.
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CUSIP
No
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590479101
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|||
|
1.
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NAME
OF REPORTING PERSONS
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|||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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||||
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Lampe,
Conway & Co., LLC
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||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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|||
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(a) [_]
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||
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(b) [X]
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||
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|
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Delaware
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||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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||
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5.
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SOLE
VOTING POWER
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0
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||
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6.
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SHARED
VOTING POWER
|
|
|
27,960,536
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||
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7.
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SOLE
DISPOSITIVE POWER
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0
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||
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8.
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SHARED
DISPOSITIVE POWER
|
|
|
27,960,536
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
27,960,536
|
||
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
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[_]
|
||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
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19.0%*
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||
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12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
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IA,
OO
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||
* Based
on 146,690,787 shares outstanding as reported by the issuer to the reporting
persons, adjusted for convertible notes held by the reporting
persons.
|
CUSIP
No
|
590479101
|
|||
|
1.
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NAME
OF REPORTING PERSONS
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|||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
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Steven
G. Lampe
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||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
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(a) [_]
|
||
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(b) [X]
|
||
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3.
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SEC
USE ONLY
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|
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States
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||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
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||
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5.
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SOLE
VOTING POWER
|
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0
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||
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6.
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SHARED
VOTING POWER
|
|
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27,960,536
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||
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7.
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SOLE
DISPOSITIVE POWER
|
|
|
0
|
||
|
8.
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SHARED
DISPOSITIVE POWER
|
|
|
27,960,536
|
||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
27,960,536
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
[_]
|
||
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
19.0%*
|
||
|
12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
HC,
IN
|
||
* Based
on 146,690,787 shares outstanding as reported by the issuer to the reporting
persons, adjusted for convertible notes held by the reporting
persons.
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CUSIP
No
|
590479101
|
|||
|
1.
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NAME
OF REPORTING PERSONS
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|||
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||||
|
Richard
F. Conway
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||||
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
|
|||
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(a) [_]
|
||
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(b) [X]
|
||
|
3.
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SEC
USE ONLY
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|
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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|
|
United
States
|
||
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
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5.
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SOLE
VOTING POWER
|
|
|
0
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||
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6.
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SHARED
VOTING POWER
|
|
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27,960,536
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||
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7.
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SOLE
DISPOSITIVE POWER
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|
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0
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||
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8.
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SHARED
DISPOSITIVE POWER
|
|
|
27,960,536
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||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
27,960,536
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
|
|
|
[_]
|
||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
19.0%*
|
||
|
12.
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TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
HC,
IN
|
||
* Based
on 146,690,787 shares outstanding as reported by the issuer to the reporting
persons, adjusted for convertible notes held by the reporting
persons.
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CUSIP
No
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590479101
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Item
1.
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(a).
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Name
of Issuer:
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Mesa
Air Group, Inc.
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(b).
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Address
of Issuer's Principal Executive Offices:
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410
North 44th Street, Suite 100
Phoenix,
Arizona 85008
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Item
2.
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(a).
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Name
of Person Filing:
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LC
Capital Master Fund, Ltd.
Lampe,
Conway & Co., LLC
Steven
G. Lampe
Richard
F. Conway
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(b).
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Address
of Principal Business Office, or if None, Residence:
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LC
Capital Master Fund, Ltd.
c/o
Trident Fund Services (B.V.I.) Limited
P.O.
Box 146
Waterfront
Drive
Wickhams
Cay
Road
Town, Tortola
British
Virgin Islands
Lampe,
Conway & Co., LLC
Steven
G. Lampe
Richard
F. Conway
680
Fifth Avenue - 12th
Floor
New
York, New York 10019
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(c).
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Citizenship:
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LC
Capital Master Fund, Ltd. - Cayman Islands
Lampe,
Conway & Co., LLC - Delaware
Steven
G. Lampe - United States
Richard
F. Conway - United States
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(d).
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Title
of Class of Securities:
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Common
Stock
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(e).
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CUSIP
Number:
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590479101
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Item
3.
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If
This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or
(c), check whether the person filing is
a
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(a)
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[_]
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Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C.
78c).
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(b)
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[_]
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Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
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(c)
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[_]
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Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C.
78c).
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(d)
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[_]
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Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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[_]
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An
investment adviser in accordance with
§ 240.13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An
employee benefit plan or endowment fund in accordance with
§ 240.13d-1(b)(1)(ii)(F);
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(g)
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[_]
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A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
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(i)
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[_]
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A
church plan that is excluded from the definition of an investment company
under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[_]
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Group,
in accordance with
s.240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of
the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
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LC
Capital Master Fund, Ltd. – Cayman Islands - 27,960,536
shares
Lampe,
Conway & Co., LLC - 27,960,536 shares
Steven
G. Lampe - 27,960,536 shares
Richard
F. Conway - 27,960,536 shares
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(b)
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Percent
of class:
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LC
Capital Master Fund, Ltd – 19.0%*
Lampe,
Conway & Co., LLC – 19.0%*
Steven
G. Lampe – 19.0%*
Richard
F. Conway – 19.0%*
*
Based on 146,690,787 shares outstanding as reported by the issuer to the
reporting persons, adjusted for convertible notes held by the reporting
persons.
|
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(c)
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Number
of shares as to which the person has:
|
|
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(i)
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Sole
power to vote or to direct the vote
|
LC
Capital Master Fund, Ltd - 0
Lampe,
Conway & Co., LLC - 0
Steven
G. Lampe - 0
Richard
F. Conway - 0
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(ii)
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Shared
power to vote or to direct the vote
|
LC
Capital Master Fund, Ltd - 27,960,536
Lampe,
Conway & Co., LLC - 27,960,536
Steven
G. Lampe - 27,960,536
Richard
F. Conway - 27,960,536
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(iii)
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Sole
power to dispose or to direct the disposition of
|
LC
Capital Master Fund, Ltd - 0
Lampe,
Conway & Co., LLC - 0
Steven
G. Lampe - 0
Richard
F. Conway - 0
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(iv)
|
Shared
power to dispose or to direct the disposition of
|
LC
Capital Master Fund, Ltd - 27,960,536
Lampe,
Conway & Co., LLC - 27,960,536
Steven
G. Lampe - 27,960,536
Richard
F. Conway - 27,960,536
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
|
If
this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following
[_].
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N/A
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Item
6.
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Ownership
of More Than Five Percent on Behalf of Another
Person.
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If
any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of
the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment
Company Act of 1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.
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N/A
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
|
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If
a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
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N/A
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Item
8.
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Identification
and Classification of Members of the
Group.
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If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group
has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach
an exhibit stating the identity of each member of the
group.
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N/A
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Item
9.
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Notice
of Dissolution of Group.
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Notice
of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by
members of the group, in their individual capacity. See Item
5.
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N/A
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Item
10.
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Certification.
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By
signing below each reporting person certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or
effect.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, each of the
undersigned certify that the information set forth in this statement is true,
complete and correct.
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Dated:
March 3, 2009
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LC
CAPITAL MASTER FUND, LTD.
By: /s/
Richard F. Conway
Name: Richard
F. Conway
Title:
Director
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LAMPE,
CONWAY & CO., LLC*
By: /s/
Richard F. Conway
Name:
Richard F. Conway
Title:
Managing Member
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By: /s/
Steven G. Lampe*
Name:
Steven G. Lampe
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By: /s/
Richard F. Conway*
Name:
Richard F. Conway
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*The
Reporting Persons disclaim beneficial ownership in the shares reported herein
except to the extent of their pecuniary interest therein.
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Note. Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See s.240.13d-7 for other parties for whom
copies are to be sent.
Attention. Intentional
misstatements or omissions of fact constitute Federal criminal violations (see
18 U.S.C. 1001).
Exhibit
A
AGREEMENT
The
undersigned agree that this Schedule 13G dated March 3, 2009 relating to the
Common Stock of Mesa Air Group, Inc. shall be filed on behalf of the
undersigned.
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Dated:
March 3, 2009
|
|
|
LC
CAPITAL MASTER FUND, LTD.
By: /s/
Richard F. Conway
Name: Richard
F. Conway
Title:
Director
|
|
|
LAMPE,
CONWAY & CO., LLC*
By: /s/
Richard F. Conway
Name:
Richard F. Conway
Title:
Managing Member
|
|
|
By: /s/
Steven G. Lampe*
Name:
Steven G. Lampe
|
|
|
By: /s/
Richard F. Conway*
Name:
Richard F. Conway
|
|
*The
Reporting Persons disclaim beneficial ownership in the shares reported herein
except to the extent of their pecuniary interest therein.
02979.0001
970813