SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES AND 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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590479135
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(CUSIP Number)
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December 31, 2018
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(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)
☐ 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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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Penguin Lax, Inc.
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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|||||
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(b)☒
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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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Delaware
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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
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0
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6
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SHARED VOTING POWER
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1,550,948
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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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1,550,948
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,550,948
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10
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CHECK 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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6.5
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Marblegate Asset Management, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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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Delaware
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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
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0
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6
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SHARED VOTING POWER
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1,611,391
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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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1,611,391
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,611,391
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10
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CHECK 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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6.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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P Marblegate Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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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British Virgin Islands
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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
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0
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6
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SHARED VOTING POWER
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60,443
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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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60,443
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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60,443
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10
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CHECK 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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0.2%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Andrew Milgram
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☒
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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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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
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6
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SHARED VOTING POWER
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1,611,391
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7
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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1,611,391
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,611,391
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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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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6.7%
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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||||
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1
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NAMES 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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Paul Arrouet
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||||
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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||||
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(a)☐
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(b)☒
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|||
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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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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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|||
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||||
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6
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SHARED VOTING POWER
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1,611,391
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||||
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7
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SOLE DISPOSITIVE POWER
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|||
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||||
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8
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SHARED DISPOSITIVE POWER
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1,611,391
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|||
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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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1,611,391
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|||
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||||
|
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
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|||
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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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6.7%
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|||
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||||
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Item 1(a). Name of Issuer:
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Mesa Air Group, Inc. (the “Issuer”)
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Item 1(b). Address of Issuer’s Principal Executive Offices:
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410 North 44th Street, Suite 700
Phoenix, AZ 85008
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Item 2(a). Name of Person Filing:
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This statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):
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(i)
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Penguin Lax, Inc.
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(ii)
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Marblegate Asset Management, LLC
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(iii)
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P Marblegate Ltd.
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(iv)
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Andrew Milgram
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(v)
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Paul Arrouet
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| Item 2(b). Address of Principal Business Office or, if none, Residence: |
80 Field Point Road, Suite 101
Greenwich, CT 06830
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| Item 2(c). Citizenship: |
(i)
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Penguin Lax, Inc. is a corporation organized under the laws of the State of Delaware.
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(ii)
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Marblegate Asset Management, LLC is a limited liability company organized under the laws of the
State of Delaware.
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(iii)
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P Marblegate Ltd. is a business company organized under the laws of the British Virgin Islands.
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(iv)
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Andrew Milgram is an individual having citizenship in the United States.
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(v)
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Paul Arrouet is an individual having citizenship in the United States.
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Item 2(d). Title of Class of Securities:
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Common Stock, no par value (“Common Stock”)
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Item 2(e). CUSIP Number:
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590479135
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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:
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Not Applicable.
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Item 4. Ownership
This Schedule 13G relates to (i) shares of Common Stock of the Issuer held directly by Penguin Lax, Inc.
(“Penguin”) and (ii) shares of Common Stock of the Issuer held directly by P Marblegate Ltd. (“P Marblegate”).
The information contained on the cover pages of this Schedule 13G is incorporated herein by reference.
As of February 14, 2019, Penguin owns 1,550,948 shares of the Issuer’s Common Stock. Marblegate Asset Management,
LLC (“Marblegate”), as holder of all the outstanding shares of voting common stock of Penguin, has exclusive voting and investment power over the shares of the Issuer’s Common Stock held by Penguin and therefore may be deemed to
beneficially own such shares. Andrew Milgram and Paul Arrouet, as managing partners of Marblegate and directors of Penguin (and in the case of Mr. Milgram, as President of Penguin, and in the case of Mr. Arrouet, as Secretary of
Penguin), may be deemed to exercise voting and investment power over the shares of the Issuer’s Common Stock directly owned by Penguin and therefore may be deemed to beneficially own such shares. Each of Marblegate, Mr. Milgram and
Mr. Arrouet disclaims beneficial ownership of the shares of the Issuer’s Common Stock directly owned by Penguin.
As of February 14, 2019, P Marblegate owns 60,443 shares of the Issuer’s Common Stock. Marblegate, as investment
adviser to P Marblegate, has exclusive voting and investment power over the shares of the Issuer’s Common Stock held by P Marblegate, and therefore may be deemed to beneficially own such shares. Mr. Milgram and Mr. Arrouet, as
managing partners of Marblegate, may be deemed to exercise voting and investment power over the shares of the Issuer’s Common Stock directly owned by P Marblegate and therefore may be deemed to beneficially own such shares. Each of
Marblegate, Mr. Milgram and Mr. Arrouet disclaims beneficial ownership of the shares of the Issuer’s Common Stock directly owned by P Marblegate.
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Item 5. Ownership of Five Percent or Less of a Class:
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Not Applicable.
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
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Not Applicable.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company:
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Not Applicable.
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Item 8. Identification and Classification of Members of the Group:
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See Exhibit 1. The Reporting Persons are making this single joint filing because they may be deemed to constitute a “group” within the
meaning of Section 13(d)(3) of the Exchange Act. Each Reporting Person disclaims beneficial ownership of any shares of the Issuer’s Common Stock, other than shares, if any, reported herein as directly owned by such Reporting Person.
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Item 9. Notice of Dissolution of Group:
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Not Applicable.
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Item 10. Certification:
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Not Applicable.
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.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2019
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PENGUIN LAX, INC.
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By:
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/s/ Andrew Milgram
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Name:
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Andrew Milgram
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Title:
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President
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P MARBLEGATE LTD.
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By: Marblegate Asset Management, LLC,
its Investment Advisor
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By:
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/s/ Andrew Milgram
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Name:
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Andrew Milgram
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Title:
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Managing Partner
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MARBLEGATE ASSET MANAGEMENT, LLC
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By:
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/s/ Andrew Milgram
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Name:
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Andrew Milgram
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Title:
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Managing Partner
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/s/ Andrew Milgram
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Andrew Milgram
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/s/ Paul Arrouet
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Paul Arrouet
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EXHIBIT INDEX
Exhibit Number Exhibit
| 1. |
Joint Filing Agreement among the Reporting Persons
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Exhibit 1
Joint Filing Agreement
The undersigned hereby agree
that the Statement on Schedule 13G dated February 14, 2019 with respect to the shares of Common Stock of Mesa Air Group, Inc. and any further
amendments thereto executed by each and any 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)(1) under the Securities Exchange Act of 1934, as amended.
Dated: February 14, 2019
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PENGUIN LAX, INC.
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|||
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By:
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/s/ Andrew Milgram
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Name:
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Andrew Milgram
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||
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Title:
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President
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P MARBLEGATE LTD.
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|||
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By: Marblegate Asset Management, LLC,
its Investment Advisor
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|||
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By:
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/s/ Andrew Milgram
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||
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Name:
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Andrew Milgram
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||
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Title:
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Managing Partner
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MARBLEGATE ASSET MANAGEMENT, LLC
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|||
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By:
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/s/ Andrew Milgram
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||
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Name:
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Andrew Milgram
|
||
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Title:
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Managing Partner
|
||
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/s/ Andrew Milgram
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Andrew Milgram
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/s/ Paul Arrouet
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Paul Arrouet
|