UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Mesa Air Group, Inc.

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(Name of Issuer)

Common Stock, no par value

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(Title of Class of Securities)

 

 

590479101                                 (CUSIP Number)

August 28, 2007

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(Date of Event Which Requires Filing of this Statement)

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).

 

Page 1 of 7

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CUSIP No. 590479101

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		QVT Financial LP             11-3694008
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  ¨
		(b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization
		Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:		5.    Sole Voting Power
		0
		6.    Shared Voting Power
		1,520,799
		7.    Sole Dispositive Power
		0
		8.    Shared Dispositive Power
		1,520,799

9.		Aggregate Amount Beneficially Owned by Each Reporting Person
		1,520,799
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)		¨
11.		Percent of Class Represented by Amount in Row (9)
		5.04%
12.		Type of Reporting Person (See Instructions)
		PN

 

Page 2 of 7

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CUSIP No. 590479101

 

1.		Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		QVT Financial GP LLC             11-3694007
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)  ¨
		(b)  x
3.		SEC Use Only
4.		Citizenship or Place of Organization
		Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:		5.    Sole Voting Power
		0
		6.    Shared Voting Power
		1,520,799
		7.    Sole Dispositive Power
		0
		8.    Shared Dispositive Power
		1,520,799

9.		Aggregate Amount Beneficially Owned by Each Reporting Person
		1,520,799
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)		¨
11.		Percent of Class Represented by Amount in Row (9)
		5.04%
12.		Type of Reporting Person (See Instructions)
		OO

 

Page 3 of 7

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Item 1

(a).

Name of Issuer

Mesa Air Group, Inc. (the “Issuer”)

Item 1

(b).

Address of Issuer’s Principal Executive Offices

The address of the Issuer’s principal executive offices is:   410 North 44th Street, Suite 100, Phoenix, Arizona 85008, United States

Item 2

(a).

Name of Person Filing

Item 2

(b).

Address of Principal Business Office or, if none, Residence

Item 2

(c).

Citizenship

QVT Financial LP 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Partnership   QVT Financial GP LLC 1177 Avenue of the Americas, 9th Floor New York, New York 10036 Delaware Limited Liability Company

Item 2

(d).

Title of Class of Securities

Common stock, no par value (the “Common Stock”).

Item 2

(e).

CUSIP Number

The CUSIP number of the Common Stock is 590479101.

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

¨

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

¨

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

¨

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

¨

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

¨

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

¨

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

¨

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

¨

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

¨

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);

(j)

¨

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

 

Page 4 of 7

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Item 4.		Ownership.
		(a)		Amount beneficially owned:
				QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”), which beneficially owns 1,137,180 shares of Common Stock, consisting of 41,796 shares of Common Stock and an additional 1,095,384 shares of Common Stock issuable upon conversion of the Issuer’s convertible notes. QVT Financial is also the investment manager for Quintessence Fund L.P. (“Quintessence”), which beneficially owns 127,969 shares of Common Stock, consisting of 4,419 shares of Common Stock and an additional 123,550 shares of Common Stock issuable upon conversion of the Issuer’s convertible notes. In addition, QVT Financial is the investment manager for a separate discretionary account managed for Deutsche Bank AG (the “Separate Account”), which holds 255,650 shares of Common Stock, consisting of 4,697 shares of Common Stock and an additional 250,953 shares of Common Stock issuable upon conversion of the Issuer’s convertible notes. QVT Financial has the power to direct the vote and disposition of the Common Stock held by the Fund, Quintessence and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 1,520,799 shares of Common Stock, consisting of the shares owned by, or underlying notes owned by, the Fund and Quintessence, and held in, or underlying notes held in, the Separate Account.
				QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial.
				The reported share amounts reflect amounts beneficially owned by the reporting persons as of August 28, 2007, as adjusted for subsequent transactions through the date hereof.
				Each of QVT Financial and QVT Financial GP LLC disclaims beneficial ownership of the shares of Common Stock owned by the Fund and Quintessence and held in the Separate Account.
				The percentage disclosed in Item 11 of the Cover Pages for each reporting person is calculated based upon the sum of (i) 28,729,685 shares of Common Stock outstanding, which is the total number of shares issued and outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, and (ii) the number of shares of Common Stock issuable upon conversion of the notes held by such reporting person.
		(b)		Percent of class:
				See Item 11 of the Cover Pages to this Schedule 13G.
		(c)		Number of shares as to which the person has:
				(i)		Sole power to vote or to direct the vote
						0
				(ii)		Shared power to vote or to direct the vote
						See item (a) above.
				(iii)		Sole power to dispose or to direct the disposition of
						0
				(iv)		Shared power to dispose or to direct the disposition of
						See item (a) above.
Item 5.		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  ¨.
Item 6.		Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not Applicable
Item 8.		Identification and Classification of Members of the Group
Not Applicable
Item 9.		Notice of Dissolution of Group
Not Applicable
Item 10.		Certification
By signing below I certify that, to the best of my 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.

 

Page 5 of 7

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SIGNATURE

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.

Dated: September 5, 2007

 

QVT FINANCIAL LP
By QVT Financial GP LLC, its General Partner
By:		/s/ TRACY FU
Name:		Tracy Fu
Title:		Managing Member
By:		/s/ LARS BADER
Name:		Lars Bader
Title:		Managing Member

 

QVT FINANCIAL GP LLC
By:		/s/ TRACY FU
Name:		Tracy Fu
Title:		Managing Member
By:		/s/ LARS BADER
Name:		Lars Bader
Title:		Managing Member

 

Page 6 of 7

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EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: September 5, 2007

 

QVT FINANCIAL LP
By QVT Financial GP LLC, its General Partner
By:		/s/ TRACY FU
Name:		Tracy Fu
Title:		Managing Member
By:		/s/ LARS BADER
Name:		Lars Bader
Title:		Managing Member

 

QVT FINANCIAL GP LLC
By:		/s/ TRACY FU
Name:		Tracy Fu
Title:		Managing Member
By:		/s/ LARS BADER
Name:		Lars Bader
Title:		Managing Member

 

Page 7 of 7