Ownership Form 3, 4, 5

FILINGS SINCE April 9, 2007

DATE
TYPE
FILINGS
July 10, 2008
SC-13G/A
April 17, 2008
SC-13D/A
April 10, 2008
SC-13D
February 8, 2008
SC-13G/A
February 6, 2008
SC-13G/A
December 31, 2007
SC-13G
June 8, 2007
SC-13D/A


The following table furnishes information regarding the beneficial ownership of common shares of AirNet by each person known by AirNet to beneficially own more than 5% of the outstanding common shares as of April 9, 2007 (unless otherwise indicated)

 
Amount and Nature of Beneficial Ownership(1)
 
Name and Address of Beneficial Owner
Common Shares Presently Held
Common Shares Which Can Be Acquired Upon Exercise of Options Which Are Currently Exercisable or Which Will First Become Exercisable Within 60 Days
Total
Percent of Class (2)
Heartland Advisors, Inc.(3)
William J. Nasgovitz
789 North Water Street
Milwaukee, WI 53202
1,422,000(3)
8,800
1,422,000(3)
14.0%
Phillip Goldstein (4)
60 Heritage Drive
Pleasantville, NY 10570
1,327,300(4)
0
1,327,300(4)
13.1%
Dimensional Fund Advisors LP (5)
1299 Ocean Avenue
Santa Monica, CA 90401
890,577(5)
0
890,577(5)
8.8%
FMR Corp. (6)
Edward C. Johnson 3d
82 Devonshire Street
Boston, MA 02109
593,400(6)
0
593,400(6)
5.8%
James M. Chadwick (7)
7383 Sean Taylor Lane
San Diego, CA 92126
522,600(7)
8,800
531,400(7)
5.2%
Hummingbird Management, LLC (8)
Paul D. Sonkin
Hummingbird Capital, LLC
Hummingbird Value Fund, L.P.
Hummingbird Microcap Value
Fund, L.P.
460 Park Avenue, 12 th Floor
New York, NY 10022
517,900(8)
0
517,900(8)
5.1%
Clam Partners, LLC (9)
Clam Manager, LLC
Gregory A. Carlin
900 N. Michigan Avenue
Suite 1900
Chicago, IL 60611
430,000(9)
0
430,000(9)
4.2%
BCB Consultants, LLC (9)
Black Sheep Partners, LLC
Black Sheep Partners II, LLC
Brian C. Black
900 N. Michigan Avenue
Suite 1900
Chicago, IL 60611
220,000(9)
220,000(9)
2.2%

(1) Unless otherwise indicated in the footnotes to this table, each beneficial owner has sole voting and dispositive power with respect to all of the common shares reflected in this table for such beneficial owner.

(2) Except as otherwise noted, the “Percent of Class” computation is based upon the total number of common shares beneficially owned by the named person divided by the sum of (i) 10,168,588 common shares outstanding on April 9, 2007, and (ii) the number of common shares, if any, as to which the named person has the right to acquire beneficial ownership upon the exercise of options which are currently exercisable or which will first become exercisable within 60 days of April 9, 2007.

(3) Based on information contained in a Schedule 13G amendment filed with the SEC with a filing date of February 12, 2007, Heartland Advisors, Inc., a registered investment adviser (“HAI”), and William J. Nasgovitz, President and principal shareholder of HAI, may be deemed to have beneficially owned 1,422,000 common shares (14.0% of the outstanding common shares) as of December 31, 2006, with shared voting power as to 1,322,000 common shares and shared dispositive power as to 1,422,000 common shares. The Heartland Value Fund, a series of the Heartland Group, Inc., a registered investment company, owned 1,000,000 of the common shares reported (or 9.8% of the outstanding common shares). The remaining common shares reported were owned by various other accounts managed by HAI on a discretionary basis. HAI may be deemed to have beneficially owned the 1,422,000 common shares reported by virtue of its investment discretion and voting authority granted by certain clients, which may be revoked at any time. Mr. Nasgovitz may be deemed to have beneficially owned the 1,422,000 common shares reported as a result of his ownership interest in HAI. HAI and Mr. Nasgovitz specifically disclaimed beneficial ownership of the common shares reported and did not admit that they constitute a group.

(4) Based on information contained in a Schedule 13D (the latest amendment to which was filed with the SEC on July 7, 2005), Phillip Goldstein may be deemed to have beneficially owned 1,327,300 common shares (or 13.1% of the outstanding common shares) as of July 7, 2005, with sole voting power as to 336,900 common shares, shared voting power as to 25,000 common shares and sole dispositive power as to 839,500 common shares. Of the 1,327,300 common shares reported by Mr. Goldstein, 487,800 common shares are owned of record by Opportunity Partners, L.P. and, as disclosed in note (7) to this table, James M. Chadwick has sole voting and dispositive power as to those 487,800 common shares. Mr. Goldstein, a self-employed investment advisor, filed a joint Schedule 13D amendment with Andrew Dakos, Nadel and Gussman Combined Funds LLC, and James M. Chadwick as members of a group. Andrew Dakos, whose business address is 43 Waterford Drive, Montville, NJ 07045, may be deemed to have beneficially owned 191,900 common shares (or 1.9% of the outstanding common shares) as of July 7, 2005, with sole voting and dispositive power as to those 191,900 common shares. Nadel and Gussman Combined Funds LLC, whose business address is 15 East 5 th Street, 32 nd Floor, Tulsa, OK 74103, owned of record 34,800 common shares (or 0.3% of the outstanding common shares) as of July 7, 2005, and, as discussed in note (7) to this table, James M. Chadwick has sole voting and dispositive power as to those 34,800 common shares. Please see note (7) to this table for further information concerning the beneficial ownership of common shares by James M. Chadwick.

(5) Based on information contained in a Schedule 13G amendment filed with the SEC with a filing date of February 9, 2007, Dimensional Fund Advisors LP, a registered investment adviser (“Dimensional”), may be deemed to have beneficially owned 890,577 common shares as of December 31, 2006, all of which were held in portfolios of four registered investment companies to which Dimensional furnishes investment advice and of other commingled group trusts and separate accounts for which Dimensional serves as investment manager. The common shares reported were owned by these investment companies, trusts and accounts. In its role as investment adviser or investment manager, Dimensional was reported to possess both sole voting power and sole dispositive power as to the common shares held in the portfolios of these investment companies, trusts and accounts. Dimensional disclaimed beneficial ownership of the reported common shares.

(6) In a Schedule 13G amendment filed with the SEC with a filing date of February 14, 2006 (the “2006 FMR Schedule 13G Amendment”), which has not been further amended as of the date of this Proxy Statement, each of FMR Corp. and Edward C. Johnson 3d was reported to have beneficially owned 593,400 common shares (or 5.8% of the outstanding common shares) as of December 31, 2005, with sole dispositive power as to those common shares. Fidelity Management & Research Company, 82 Devonshire Street, Boston, MA 02109 (“Fidelity”), a wholly-owned subsidiary of FMR Corp. and a registered investment adviser, was reported to be the beneficial owner of 593,400 common shares (or 5.8% of the outstanding common shares) as a result of acting as investment adviser to various registered investment companies. The ownership of one investment company, Fidelity Low Priced Stock Fund (the “Fund”), 82 Devonshire Street, Boston, MA 02109, was reported to have amounted to 593,400 common shares (or 5.8% of the outstanding common shares). Each of Edward C. Johnson 3d, Chairman of FMR Corp., FMR Corp., through its control of Fidelity, and the Fund was reported to have sole power to dispose of the 593,400 common shares owned by the Fund. The 2006 FMR Schedule 13G Amendment reported that Fidelity carries out the voting of the common shares under written guidelines established by the Fund’s Board of Trustees, and neither FMR Corp. nor Edward C. Johnson 3d has the sole power to vote or direct the voting of the common shares owned by the Fund. The 2006 FMR Schedule 13G Amendment reported that members of the Edward C. Johnson 3d family were the predominant owners, directly or through trusts, of Series B shares of common stock of FMR Corp., representing approximately 49% of the voting power of FMR Corp. The 2006 FMR Schedule 13G Amendment reported that the Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B shares will be voted in accordance with the majority vote of Series B shares and that, accordingly, through their ownership of voting common stock and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR Corp.

(7) Of these 522,600 common shares, 487,800 common shares (or 4.8% of the outstanding common shares) are owned of record by Opportunity Partners, L.P. and 34,800 common shares (or 0.3% of the outstanding common shares) are owned of record by Nadel and Gussman Combined Funds LLC. Mr. Chadwick has sole voting and dispositive power as to the 487,800 common shares owned by Opportunity Partners, L.P. and sole voting and dispositive power as to the 34,800 common shares owned by Nadel and Gussman Combined Funds LLC.

(8) Based on information contained in a Schedule 13D filed with the SEC on May 31, 2005 (which has not been further amended as of the date of this Proxy Statement), each of Hummingbird Management, LLC (“Hummingbird”), Paul D. Sonkin and Hummingbird Capital, LLC (“HC”) may be deemed to have beneficially owned 517,900 common shares (or 5.1% of the outstanding common shares) as of May 31, 2005; Hummingbird Value Fund, L.P. (“HVF”) may be deemed to have beneficially owned 261,300 common shares (or 2.6% of the outstanding common shares) as of that date; and Hummingbird Microcap Value Fund, L.P. (the “Microcap Fund”) may be deemed to have beneficially owned 256,600 common shares (or 2.5% of the outstanding common shares) as of that date. Hummingbird acts as investment manager to HVF and the Microcap Fund and was reported to have the sole investment discretion and voting authority with respect to the common shares owned of record by each of HVF and the Microcap Fund. The managing member and control person of Hummingbird is Paul D. Sonkin. Mr. Sonkin is also the managing member of HC, the general partner of each of HVF and the Microcap Fund. Each of Hummingbird, Paul D. Sonkin, HVF, the Microcap Fund and HC has a business address of 460 Park Avenue, 12 th Floor, New York, NY 10022. Each of Hummingbird, Mr. Sonkin and HC disclaimed beneficial ownership of the common shares reported in the Schedule 13D.

(9) Based on information contained in a Schedule 13G jointly filed by the persons identified in this note (9) [but without affirming the existence of a group] with the SEC with a filing date of March 1, 2007 (the “Clam Partners — Black Sheep Schedule 13G”), as of February 2, 2007, Clam Partners, LLC (“Clam Partners”) beneficially owned 430,000 common shares (or 4.2% of the outstanding common shares). Clam Manager, LLC (“Clam Manager”), the manager of Clam Partners, was reported to have the power to direct the vote and disposition of the common shares held by Clam Partners and may be deemed the beneficial owner of the 430,000 common shares owned by Clam Partners. Gregory A. Carlin, as Managing Member of Clam Manager, may be deemed to beneficially own the same number of common shares (430,000 common shares) reported by Clam Manager. Each of Clam Manager and Gregory A. Carlin disclaimed beneficial ownership of the 430,000 common shares owned by Clam Partners except to the extent of their pecuniary interest therein.

Based on information contained in the Clam Partners — Black Sheep Schedule 13G, as of February 2, 2007, Black Sheep Partners, LLC (“Black Sheep”) beneficially owned 142,900 common shares (or 1.4% of the outstanding common shares) and Black Sheep Partners II, LLC (“Black Sheep II”) beneficially owned 77,100 common shares (or 0.8% of the outstanding common shares). BCB Consultants, LLC (“BCB Consultants”), the manager of each of Black Sheep and Black Sheep II, was reported to have the power to direct the vote and disposition of the common shares held by each of Black Sheep and Black Sheep II and may be deemed to be the beneficial owner of an aggregate amount of 220,000 common shares (or 2.2% of the outstanding common shares), consisting of the common shares owned by Black Sheep and the common shares owned by Black Sheep II. Brian C. Black, as Managing Member of BCB Consultants, may be deemed to beneficially own the same number of common shares (220,000 common share) reported by BCB Consultants. Each of BCB Consultants and Brian C. Black disclaimed beneficial ownership of the 142,900 common shares owned by Black Sheep and the 77,100 common shares owned by Black Sheep II, except to the extent of their respective pecuniary interests therein.


Section 16 Forms

 

2008

DATE
TYPE
FILINGS
June 17, 2008
Form 3
June 17, 2008
Form 4
June 17, 2008
Form 4
June 17, 2008
Form 4
June 17, 2008
Form 3
June 17, 2008
Form 4
June 17, 2008
Form 4
June 17, 2008
Form 4
April 10, 2008
Form 3
January 11, 2008
Form 4
January 11, 2008
Form 4
January 11, 2008
Form 4

2007

DATE
TYPE
FILINGS
October 19, 2007
Form 4
October 1, 2007
Form 4
October 1 , 2007
Form 4
October 1, 2007
Form 3
October 1 , 2007
Form 3
June 6, 2007
Form 4
May 31, 2007
Form 4
January 4, 2007
Form 4
January 4, 2007
Form 4
January 4, 2007
Form 4
January 4, 2007
Form 4
January 3, 2007
Form 4

2005

DATE
TYPE
FILINGS
July 29, 2005
Form 3
July 29, 2005
Form 4
July 28, 2005
Form 3
July 8, 2005
Form 3

 

2004
DATE
TYPE
FILINGS
February 26, 2004
Form 3/A
February 25, 2004
Form 3
February 25, 2004
Form 3
February 25, 2004
Form 3
February 25, 2004
Form 3
February 25, 2004
Form 4
February 25, 2004
Form 4
February 25, 2004
Form 4
February 25, 2004
Form 4
February 25, 2004
Form 4
February 5, 2004
Form 5
February 3, 2004
Form 5
February 3, 2004
Form 5
February 3, 2004
Form 5
February 3, 2004
Form 5
January 6, 2004
Form 4/A
January 6, 2004
Form 4/A
January 6, 2004
Form 4/A
January 6, 2004
Form 4/A
January 5, 2004
Form 4/A
January 5, 2004
Form 4/A
January 5, 2004
Form 4/A
January 5, 2004
Form 4/A

2003

DATE
TYPE
FILINGS
September 9, 2003
Form 3

 

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