American Airlines : A statement of beneficial ownership of common stock by certain persons

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 EXCHANGE ACT OF 1934

(Amendment No. )*

Mesa Air Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

590479135

(CUSIP Number)

December 31, 2018

(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 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).

1	Names of Reporting Persons American Airlines Group Inc.
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 2,500,000
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 2,500,000
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,500,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row 9 10.5%
12	Type of Reporting Person CO
1	Names of Reporting Persons American Airlines, Inc.
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 2,500,000
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 2,500,000
9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,500,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row 9 10.5%
12	Type of Reporting Person CO

ITEM 1.

• (a) Name of Issuer:

  Mesa Air Group, Inc. (the "Issuer")

• (b) Address of Issuer's Principal Executive Offices:

  410 North 44th Street, Suite 700

  Phoenix, AZ 85008

  ITEM 2.

• (a) Name of Person Filing:

  Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:

  American Airlines Group Inc. American Airlines, Inc.

• (b) Address or Principal Business Office:

  The address of each of the Reporting Persons is 4333 Amon Carter Boulevard, Fort Worth, TX 76155.

• (c) Citizenship of each Reporting Person is:

  Each of the Reporting Persons is organized in the State of Delaware.

• (d) Title of Class of Securities:

  Common Stock, no par value ("Common Stock").

• (e) CUSIP Number:

590479135

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a)-(c)

The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of December 31, 2018, based upon 23,902,903 shares of Common Stock outstanding as of November 30, 2018.

Reporting Person
American Airlines Group Inc.	2,500,000	10.5%	02,500,000	0	2,500,000
American Airlines, Inc.	2,500,000	10.5%	0	2,500,000

0

Sole power	Shared power	Sole power	Shared power
Amount	to vote or	to vote or	to dispose or	to dispose or
beneficially	Percent	to direct	to direct	to direct the	to direct the
owned	of class:	the vote:	the vote:	disposition of:	disposition of:

2,500,000

American Airlines, Inc. is the record holder of 2,500,000 shares of Common Stock. American Airlines, Inc. is a wholly owned subsidiary of American Airlines Group Inc. As a result, American Airlines Group Inc. may be deemed to share beneficial ownership of the Common Stock held of record by American Airlines, Inc. American Airlines Group Inc. is a publicly traded company with common stock listed on the Nasdaq Global Select Market.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

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.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.