UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2/Final)
Air T, Inc.
(Name of Issuer)
Common Stock, $.25 par value per share
(Title of Class of Securities)
009224304
(CUSIP Number)
William H. Simpson
3524 Airport Road
Maiden, North Carolina 28650
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 2, 2004
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g), check the following box .
SCHEDULE 13D
CUSIP NO. 009224304 Page 2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William H. Simpson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOXF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(3)
6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH 7 SOLE VOTING POWER
74,990
8 SHARED VOTING POWER
1,200
9 SOLE DISPOSITIVE POWER
74,990
10 SHARED DISPOSITIVE POWER
1,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,190
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 5%
14 TYPE OF REPORTING PERSON*
IN
Preliminary Note
This Amendment No. 2/Final on Schedule 13D/A (this
"Amendment") amends the statement of beneficial ownership on
Schedule 13D filed with the Securities and Exchange Commission on
April 26, 1991 (as subsequently amended, the "Initial Statement")
by William H. Simpson (the "Reporting Person") with respect to
the common stock, $.25 par value per share ("Common Stock"), of
Air T, Inc. (the "Issuer"). This Amendment reports recent
transactions in the Common Stock by the Reporting Person and
amends and restates each item included in the Initial Statement
to the extent information in that item has changed. As a result
of the transactions reported hereby, the Reporting Person has
ceased to beneficial own more than five percent of the
outstanding shares of Common Stock.
Item 5 Interest in Securities of the Issuer.
(a) The Reporting Person may be deemed to beneficially own the
76,190 shares of Common Stock. On the basis of 2,686,825 shares
of Common Stock outstanding on May 20, 2004 (as reported in the
Issuer's Annual Report on Form 10-K for the year ended March 31,
2004), this constitutes less than 5% of the outstanding shares of
Common Stock.
(b) The following table sets forth the number of shares of
Common Stock as to which the Reporting Person has sole power to
vote or to direct the vote, shared power to vote or to direct the
vote, sole power to dispose or direct the disposition, or shared
power to dispose or direct the disposition.
Sole Voting Shared Sole Power Shared Power
Power Voting Power to Dispose to Dispose
74,990 1,200 74,990 1,200
The Reporting Person jointly owns 1,200 shares of Common Stock
with J. Hugh Bingham, a former executive officer of the Issuer.
To the Reporting Person's knowledge, during the past five years,
Mr. Bingham has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and was
not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction the result of such proceeding
subjected or subjects him to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws. Mr. Bingham is
a citizen of the United States.
(c) On July 22, 2004, the Reporting Person exercised options to
acquire 9,000 shares of Common Stock, which options had been
awarded to the Reporting Person by the Issuer pursuant to a stock
option plan of the Issuer. The exercise price of these options
was $3.19 per share. The Reporting Person used personal funds to
pay the exercise price of these options.
On June 29, 2004, the Reporting Person sold 26,800 shares of
Common Stock in a number of market transactions, as follows.
Number of Shares Sold Price Per Share
5,020 $13.7523
20,000 13.65
1,780 11.67
Total 26,800
On August 2, 2004, the Reporting Person sold 167,590 shares
of Common Stock in market transactions as follows:
Number of Shares Sold Price Per Share
542 14.00
5,000 14.00
400 14.00
2,000 14.00
500 14.00
2,100 14.00
13,700 14.00
500 14.10
100 14.09
227 14.00
73 14.00
1,100 14.00
1,000 14.00
1,900 14.00
1,000 14.00
500 14.00
5 14.00
500 13.85
563 13.50
500 13.50
4,300 13.50
5,500 13.50
500 13.50
1,500 13.50
400 13.50
1,000 13.50
500 13.50
1,300 13.50
200 13.50
100 13.50
200 13.52
1,000 13.50
100 13.50
1,000 13.50
500 13.51
100 13.51
100 13.50
100 13.50
200 13.50
9,700 13.50
1,127 13.96
1,300 13.90
257 13.93
1,100 13.85
3,198 13.79
900 13.76
1,000 13.75
1,400 13.70
200 13.60
340 13.51
2,910 13.50
500 13.56
100 13.55
200 13.55
200 13.55
740 13.55
250 13.53
100 13.52
300 13.52
1,000 13.52
1,000 13.50
400 13.50
200 13.50
300 13.52
4,680 13.47
320 13.47
100 13.47
100 13.46
100 13.46
100 13.46
100 13.46
100 13.46
400 13.46
700 13.45
100 13.45
300 13.48
200 13.45
200 13.45
200 13.45
200 13.45
3,300 13.48
100 13.51
100 13.51
100 13.51
100 13.51
100 13.49
100 13.49
400 13.48
200 13.46
200 13.45
400 13.46
6,700 13.46
500 13.60
100 13.60
100 13.55
100 13.50
250 13.30
1,000 13.27
1,400 13.25
300 13.25
2,000 13.25
2,000 13.25
400 13.25
400 13.25
500 13.25
800 13.25
1,000 13.25
200 13.26
100 13.26
800 13.26
400 13.25
100 13.25
100 13.25
200 13.25
500 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
400 13.25
300 13.25
500 13.25
550 13.12
100 13.13
1,000 13.10
500 13.10
500 13.10
50 13.10
300 13.10
150 13.10
100 13.10
100 13.10
100 13.10
200 13.10
100 13.10
100 13.10
100 13.10
100 13.10
200 13.10
500 13.10
100 13.10
400 13.10
300 13.10
1,075 13.10
1,000 13.10
500 13.10
1,825 13.10
100 13.25
100 13.25
1,000 13.25
2,000 13.25
3,000 13.25
60 14.01
100 14.01
100 14.00
98 14.00
400 14.00
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
500 13.25
1,000 13.25
100 13.25
1,000 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
500 13.25
3,000 13.25
100 13.25
100 13.25
100 13.25
100 13.25
100 13.25
2,000 13.25
100 13.25
500 13.25
500 13.21
100 13.20
300 13.20
100 13.20
1,000 13.20
100 13.20
2,000 13.05
100 13.05
100 13.12
100 13.11
100 13.11
100 13.07
200 13.06
200 13.06
100 13.06
1,000 13.05
100 12.74
1,000 12.72
100 12.67
200 12.52
300 12.52
100 12.53
100 12.53
400 12.51
4,850 12.50
550 12.50
2,500 12.50
500 12.50
1,450 12.50
100 12.50
1,200 12.50
1,000 12.50
1,000 12.50
600 12.50
2,350 12.50
500 12.50
Total: 167,590
(d) The Reporting Person holds 1,200 shares of Common Stock
jointly with a third party, as described above.
(e) The Reporting Person ceased to beneficially own more than
five percent of the outstanding shares of Common Stock on August
2, 2004.
SIGNATURES
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: August 4, 2004 /s/ William H. Simpson
William H. Simpson