Item 1(a). Name of Issuer:

Mesa Air Group, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

410 North 44^th Street, Suite 700

Phoenix, AZ 85008

Item 2(a). Name of Person Filing:

This statement is filed on behalf of the following persons (collectively, the “Reporting Persons”):

(i)

Penguin Lax, Inc.

(ii)

Marblegate Asset Management, LLC

(iii)

P Marblegate Ltd.

(iv)

Andrew Milgram

(v)

Paul Arrouet

Item 2(b). Address of Principal Business Office or, if none, Residence:

80 Field Point Road, Suite 101

Greenwich, CT 06830

Item 2(c). Citizenship:

(i)

Penguin Lax, Inc. is a corporation organized under the laws of the State of Delaware.

(ii)

Marblegate Asset Management, LLC is a limited liability company organized under the laws of the State of Delaware

(iii)

P Marblegate Ltd. was formed as a business company organized under the laws of the British Virgin Islands.

(iv)

Andrew Milgram is an individual having citizenship in the United States.

(v)

Paul Arrouet is an individual having citizenship in the United States.

Item 2(d). Title of Class of Securities:

Common Stock, no par value (“Common Stock”)

Item 2(e). CUSIP Number:

590479135

Item 3.

Not Applicable

Item 4. Ownership

 

This Schedule 13G/A 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 previously held directly by P Marblegate Ltd. (“P Marblegate”).

 

The information contained on the cover pages of this Schedule 13G/A is incorporated herein by reference.

 

As of December 31, 2019, P Marblegate did not, and as of February 14, 2020, P Marblegate does not, own any shares of Common Stock of the Issuer.

 

As of December 31, 2019, Penguin owned, and as of February 14, 2020 Penguin continues to own, 1,550,948 shares of the Issuer’s Common Stock, representing less than five percent (5%) of the currently issued and outstanding shares of the Issuer. 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.

 

 

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 Persons have 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:

The response to Item 2(a) is incorporated herein by reference. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, is incorporated by reference to Exhibit 1 to Schedule 13G filed on February 14, 2019.

 

Item 9. Notice of Dissolution of Group:

Not Applicable.

Item 10. Certification:

Not Applicable

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