sc13da207428037_07052016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

Air T, Inc.
(Name of Issuer)

Common Stock, par value $0.25 per share
(Title of Class of Securities)

009207101
(CUSIP Number)
 
Sardar Biglari
Biglari Capital Corp.
17802 IH 10 West, Suite 400
San Antonio, Texas  78257
(210) 344-3400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 1, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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).
 
 
 
 
CUSIP NO. 009207101
 
1
NAME OF REPORTING PERSON
 
The Lion Fund II, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

 
2
 
CUSIP NO. 009207101
 
1
NAME OF REPORTING PERSON
 
Biglari Capital Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
OO

 
3
 
CUSIP NO. 009207101
 
1
NAME OF REPORTING PERSON
 
Sardar Biglari
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
-0-
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
4
 
CUSIP NO. 009207101
 
 
The following constitutes Amendment No. 2 (“Amendment No. 2”) to the Schedule 13D filed by the undersigned. This Amendment No. 2 amends the Schedule 13D as specifically set forth.

Item 3.
Source and Amount of Funds or Other Consideration.
 
Item 3 is hereby amended and restated to read as follows:
 
Not applicable.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:

On July 1, 2016, the Reporting Persons entered into a securities purchase agreement with the Issuer (the “Agreement”) pursuant to which the Issuer purchased the 329,738 Shares owned directly by Lion Fund II for $24.01 per share (the “Per Share Purchase Price”), or an aggregate purchase price of $7,917,009.38. The Per Share Purchase Price is equal, and was determined by reference, to the volume-weighted average price of the Shares for the 30 trading days preceding the date of the Agreement.
 
Pursuant to the terms of the Agreement, for a period of four years following the date of the Agreement, the Reporting Persons agreed to customary standstill restrictions, and the parties to the Agreement agreed to abide by customary non-disparagement provisions in connection with the parties’ relationship with the Issuer.  The Agreement also contained mutual releases of the parties relating to the investment by Lion Fund II in the Issuer.  Further, Lion Fund II withdrew its request to inspect certain of the Issuer’s records. The description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.
Interest in Securities of the Issuer.
 
Items 5 (a-c) and (e) are hereby amended and restated to read as follows:
 
(a - b)      As of July 1, 2016, the Reporting Persons no longer beneficially own any Shares of the Issuer.
 
(c)           On July 1, 2016, the Reporting Persons entered into the Agreement pursuant to which the Issuer purchased the 329,738 Shares owned directly by Lion Fund II for $24.01 per share, resulting in an aggregate purchase price of $7,917,009.38.
 
(e)            As of July 1, 2016, the Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding Shares of the Issuer.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On July 1, 2016, the Reporting Persons entered into the Agreement, as defined and described in Item 4.
 
 
5
 
CUSIP NO. 009207101
 
Item 7.
Material to be Filed as Exhibits.
 
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1   Securities Purchase Agreement by and among Sardar Biglari, Biglari Capital Corp., The Lion Fund II, L.P. and Air T, Inc. dated July 1, 2016.
 
 
6
 
CUSIP NO. 009207101
 
SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

   
July 5, 2016
   
(Date)
     
     
 
THE LION FUND II, L.P.
   
 
By: BIGLARI CAPITAL CORP., its General Partner
   
 
By:
/s/ Sardar Biglari
   
Name:
Sardar Biglari
   
Title:
Chairman and Chief Executive Officer
     
     
   
BIGLARI CAPITAL CORP.
     
   
By:
/s/ Sardar Biglari
     
Name:
Sardar Biglari
     
Title:
Chairman and Chief Executive Officer
       
       
     
/s/ Sardar Biglari
     
SARDAR BIGLARI
 
 
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