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.
(Amendment No.     )*

Mesa Air Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
590479135
(CUSIP Number)
February 6, 2019
(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)
 
☒
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 purposes 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. 590479135
 

 
 
1
NAMES OF REPORTING PERSONS
 
 

 
 
 
MSD Partners, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)☐
 
 
(b)☒
 
 
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
 
 
2,179,3971
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,179,397
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,179,397
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
8.4%2
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

 
1
Includes 1,654,463 shares of common stock issuable upon exercise of warrants held by the Reporting Persons with an exercise price of $0.004 per share.
 
2
The percentages used herein and in the rest of this Schedule 13G are calculated based upon 24,306,411 shares of the Issuer’s common stock outstanding on January 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2018, filed with the SEC on February 13, 2019.
 

CUSIP NO. 590479135
 
 
 
1
NAMES OF REPORTING PERSONS
 
 

 
 
 
MSD Credit Opportunity Master Fund, L.P.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)☐
 
 
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
-0-
 
 
 
 
6
SHARED VOTING POWER
 
 
2,179,397
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
-0-
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
2,179,397
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,179,397
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
8.4%2
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 


 
CUSIP NO. 590479135
 

 
 

Item 1(a)
Name of Issuer:
 
 
 
The name of the issuer is Mesa Air Group, Inc. (the “Company”)
 
 
Item 1(b)
Address of Issuer's Principal Executive Offices:
 
 
 
The Company's principal executive office is located at 410 North 44th Street, Suite 700, Phoenix, AZ 85008
 
 
Item 2(a)
Name of Person Filing:
 
 
 
This Schedule 13G is being jointly filed by and on behalf of each of MSD Partners, L.P. ("MSD Partners") and MSD Credit Opportunity Master Fund, L.P. ("MSD Credit Opportunity Master Fund"). MSD Credit Opportunity Master Fund is the direct owner of the securities covered by this statement.
 
MSD Partners is the investment manager of, and may be deemed to beneficially own securities beneficially owned by MSD Credit Opportunity Master Fund, L.P.  MSD Partners (GP), LLC ("MSD GP") is the general partner of, and may be deemed to beneficially own securities beneficially owned by, MSD Partners.  Each of Glenn R. Fuhrman, John Phelan and Marc R. Lisker is a manager of, and may be deemed to beneficially own securities beneficially owned by, MSD GP.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2019, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
 
 
Item 2(b)
Address of Principal Business Office or, if none, Residence:
 
 
 
The address of the principal business office of MSD Partners is 645 Fifth Avenue, 21st Floor, New York, New York 10022.
 
The address of the principal business office of MSD Credit Opportunity Master Fund, L.P. is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
 
 
Item 2(c)
Citizenship:
 
 
 
MSD Partners is organized as a limited partnership under the laws of the State of Delaware.

MSD Credit Opportunity Master Fund, L.P. is a limited partnership organized under the laws of the Cayman Islands.
 
 
Item 2(d)
Title of Class of Securities:
 
 
 
Common Stock
 
 
Item 2(e)
CUSIP No.:
 
 
 
590479135
 
 
Item 3
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
 
 
 
Not applicable.
 


Item 4
Ownership:
 
 
 
 
A.
 
MSD Partners, L.P.
 
 
 
 
(a)
Amount beneficially owned: 2,179,397
 
 
 
 
(b)
Percent of class: 8.4%
 
 
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or direct the vote: -0-
 
 
 
(ii)
Shared power to vote or direct the vote: 2,179,397
 
 
 
(iii)
Sole power to dispose or direct the disposition: -0-
 
 
 
(iv)
Shared power to dispose or direct the disposition: 2,179,397
 
 
 
 
B.
 
MSD Credit Opportunity Master Fund, L.P.
 
 
 
 
(a)
Amount beneficially owned: 2,179,397
 
 
 
 
(b)
Percent of class: 8.4%
 
 
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or direct the vote: -0-
 
 
 
(ii)
Shared power to vote or direct the vote: 2,179,397
 
 
 
(iii)
Sole power to dispose or direct the disposition: 0
 
 
 
(iv)
Shared power to dispose or direct the disposition: 2,179,397
 
 
 
 
C.
 
MSD Partners (GP), LLC
 
 
 
 
(a)
 Amount beneficially owned: 2,179,397
 
 
 
 
(b)
Percent of class: 8.4%
 
 
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or direct the vote: -0-
 
 
 
(ii)
Shared power to vote or direct the vote: 2,179,397
 
 
 
(iii)
Sole power to dispose or direct the disposition: -0-
 
 
 
(iv)
Shared power to dispose or direct the disposition: 2,179,397
 
 
 
     
 
D.
 
Glenn R. Fuhrman
 
 
 
 
(a)
Amount beneficially owned: 2,179,397
 
 
 
 
(b)
Percent of class: 8.4%
 
 
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or direct the vote: -0-
 
 
 
(ii)
Shared power to vote or direct the vote: 2,179,397
 
 
 
(iii)
Sole power to dispose or direct the disposition: -0-
 
 
 
(iv)
Shared power to dispose or direct the disposition: 2,179,397
 
 
 
 
E.
 
John C. Phelan
 
 
 
 
(a)
Amount beneficially owned: 2,179,397
 
 
 
 
(b)
Percent of class: 8.4%
 
 
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or direct the vote: -0-
 
 
 
(ii)
Shared power to vote or direct the vote: 2,179,397
 
 
 
(iii)
Sole power to dispose or direct the disposition: -0-
 
 
 
(iv)
Shared power to dispose or direct the disposition: 2,179,397
 
 
 
 
F.
 
Marc. R. Lisker
 
 
 
 
(a)
Amount beneficially owned: 2,179,397
 
 
 
 
(b)
Percent of class: 8.4%
 
 
 
 
(c)
Number of shares as to which such person has:
 
 
(i)
Sole power to vote or direct the vote: -0-
 
 
 
(ii)
Shared power to vote or direct the vote: 2,179,397
 
 
 
(iii)
Sole power to dispose or direct the disposition: -0-
 
 
 
(iv)
Shared power to dispose or direct the disposition: 2,179,397

 
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 each of the Reporting Persons 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 or Control Person:
 
 
 
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 participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 
 
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.
Date: February 14, 2019


 
MSD Partners, L.P.
 
  
 
 
 
 
 
    
 
 
By:
MSD Partners (GP), LLC
 
    
 
 
Its:
General Partner
 
    
 
 
 
 
 
    
 
 
By:
/s/ Marc R. Lisker
 
    
 
 
Name:
Marc R. Lisker
 
  
 
 
Title:
Manager
 
 
  
 
           
 
MSD Credit Opportunity Master Fund, L.P.
 
 
  
 
 
 
 
 
 
 
 
 
By:
MSD Partners, L.P.
 
 
 
 
Its:
Investment Adviser
 
 
 
 
 
 
 
 
 
 
 
 
By:
MSD Partners (GP), LLC
 
 
 
 
 
Its:
General Partner
 
 
 
 
 
Title:
Manager
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Marc R. Lisker
 
 
 
 
 
Name:
Marc R. Lisker
 
 
 
 
 
Title:
Manager
 
 
 
 


EXHIBIT INDEX
Exhibit
 
Description of Exhibit
 
 
 
 
 Joint Filing Agreement dated February 14, 2019



Exhibit 99.1


AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
 
The undersigned hereby agree as follows:
 
(i)    Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and
 
(ii)   Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
Date:  February 14, 2019

 
MSD Partners, L.P.
 
  
 
 
 
 
 
    
 
 
By:
MSD Partners (GP), LLC
 
    
 
 
Its:
General Partner
 
    
 
 
 
 
 
    
 
 
By:
/s/ Marc R. Lisker
 
    
 
 
Name:
Marc R. Lisker
 
  
 
 
Title:
Manager
 
 
  
 
           
 
MSD Credit Opportunity Master Fund, L.P.
 
 
  
 
 
 
 
 
 
 
 
 
By:
MSD Partners, L.P.
 
 
 
 
Its:
Investment Adviser
 
 
 
 
 
 
 
 
 
 
 
 
By:
MSD Partners (GP), LLC
 
 
 
 
 
Its:
General Partner
 
 
 
 
 
Title:
Manager
 
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Marc R. Lisker
 
 
 
 
 
Name:
Marc R. Lisker
 
 
 
 
 
Title:
Manager