FORM 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

     OMB APPROVAL      

OMB Number 3235-0287

Expires: December 31, 2001

Estimated average burden

hours per response 0.5

• Check this box if no longer

subject to Section 16. Form 4

or Form 5 obligations may

continue. See Instruction 1(b).

(Print or Type Responses)

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility

Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

ORNSTEIN JONATHAN G.
  1. Issuer Name and Ticker or Trading Symbol

MESA AIR GROUP, INC. - MESA

6. Relationship of Reporting Person to Issuer

(check all applicable)

X Director 10% Owner

(Last) (First) (Middle)

410 North 44th Street, Suite 700

3. I.R.S. Identification

Number of Reporting

Person, if entity (Voluntary)

4. Statement for

Month/Year

February 24, 2003

X Officer (give title      below)

____ Other (specify below)

____CHAIRMAN AND CEO_______

(Street)

Phoenix Arizona 85008

  

5. If Amendment,

Date of Original

(Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)

_X Form filed by One Reporting Person

___ Form filed by More than One Reporting Person

(City (State) (Zip)

Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security

(Instr. 3)

2. Trans-

action

Date

(Month/

Day

Year)

3. Trans-

action

Code

(Instr. 8)

4. Securities Acquired (A)

or Disposed of (D)

(Instr. 3, 4 and 5)

5. Amount of

Securities

Beneficially

Owned at

End of

Month

(Instr. 3 and 4)

6. Owner-

ship

Form:

Direct

(D) or

Indirect

(I)

(Instr. 4)

7. Nature

of Indirect

Beneficial

Ownership

(Instr. 4)

Code

V

Amount

(A) or

(D)

Price

MESA Common

            

65,000

D

  

MESA Common

2/20/03

P

  

6,000

A

4.01 (7)

136,212

I

By Spouse (4)

MESA Common

2/20/03

P

  

1,000

A

4.00

6,000

I

By Son (1)

MESA Common

2/20/03

P

  

1,000

A

4.00

6,000

I

By Daughter (2)

MESA Common

            

5,000

I

By Mother (3)

MESA Common

            

40,000

I

By Barlow Management (5)

 

 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Potential persons who are to respond to the collection of

Information contained in this form are not required to respond

unless the form displays currently valid OMB control number.

FORM 4 (continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-

sion or

Exercise

Price of

Deriv-

ative

Security

3. Trans-

action

Date

(Month/

Day/

Year)

4. Transac-

tion Code

(Instr. 8)

5. Number of Deriv-

ative Securities Ac-

quired (A) or Dis-

posed of (D)

(Instr. 3, 4, and 5)

6. Date Exer-

cisable and

Expiration Date

(Month/Day/

Year)

7. Title and Amount of Underying    Securities

(Instr. 3 and 4)

8. Price

of

Deriv-

ative

Secur-

ity

(instr.

5)

9. Number

of Deriv-

ative

Secur-

ities

Bene-

ficially

Owned

at End

of

Month

(Instr. 4)

10. Owner-

ship

Form

of De-

rivative

Secu-

rity:

Direct

(D) or

Indirect (I)

(Instr. 4)

11. Nature

of Indirect

Bene-

Ficial

Own-

Ership

(Instr. 4)
         

Date

Exer-

cisable

Expira-

tion

Date

Title

Amount or

Number of

Shares

        
     

Code

V

(A)

(D)

                

Stock Option (Right to Buy)

8.25

6/13/98

        

(6)

6/13/08

Mesa Common

1,000,000

    

D

  

Stock Option (Right to Buy)

6.25

4/1/00

        

(6)

4/1/10

Mesa Common

112,533

    

D

  

Stock Option (Right to Buy)

6.60

1/30/98

        

1/30/98

1/30/08

Mesa Common

3,000

    

D

  

Stock Option (Right to Buy)

6.56

2/2/98

        

2/2/98

2/2/08

Mesa Common

10,000

    

D

  

Stock Option (Right to Buy)

4.04

10/2/01

        

(6)

10/2/11

Mesa Common

150,000

    

D

  

Stock Option (Right to Buy)

5.50

10/17/01

        

(6)

10/17/11

Mesa Common

66,313

    

D

  

Stock Option (Right to Buy)

11.13

4/01/02

        

(6)

4/01/12

Mesa Common

150,000

    

D

  

Stock Option (Right to Buy)

4.90

11/20/02

        

(6)

11/20/12

Mesa Common

150,000

  

1,641,846

D

  

Explanation of Responses:

  1. These shares are held by Mr. Ornstein as custodian for Jacob Ornstein.

  2. These shares are held by Mr. Ornstein as custodian for Jessica Ornstein.

  3. These shares are held by Mr. Ornstein as custodian for Mona Ornstein.

  4. Mr. Ornstein holds dispositive and voting power with respect to these securities.

  5. The reporting person disclaims beneficial ownership held by Barlow Management,

    6. except to the Extent of the reporting persons interest in such entity.

  6. Exercisable in increments of one-third on each of the first, second, and third anniversaries of the issuance date.

(7) Average price of shares acquired.

 

 

/S/ Jonathan Ornstein 02/24/03

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. **Signature of Reporting Person       Date

See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.

If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number Page 2