SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Atlas Air Worldwide Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

049164205

(CUSIP Number)

March 8, 2021

(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, as amended (“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. 049164205


1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only) Amazon.com, Inc. 91-1646860
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware
		5.	Sole Voting Power* 301,280
Number of Shares Beneficially Owned by Each Reporting Person With		6.	Shared Voting Power 0
		7.	Sole Dispositive Power* 301,280
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person* 301,280
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9)** 1.0%
12.	Type of Reporting Person (See Instructions) CO

*	See Item 4 below.

Based on 28,797,747 shares of common stock, par value $0.01 per share (“Common Stock”) of Atlas Air Worldwide Holdings, Inc. (the “Issuer”) outstanding as of February 12, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on February 18, 2021, plus 301,280 shares of Common Stock issuable upon exercise of the Warrants (as defined below) as of March 8, 2021.

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Item 1.


(a)		Name of Issuer Atlas Air Worldwide Holdings, Inc.

(b)		Address of Issuer’s Principal Executive Offices 2000 Westchester Avenue Purchase, New York 10577

Item 2.


(a)		Name of Person(s) Filing Amazon.com, Inc.

(b)		Address of Principal Business Office or, if none, Residence 410 Terry Avenue North Seattle, Washington 98109

(c)		Citizenship Delaware

(d)		Title of Class of Securities Common Stock, par value $0.01 per share

(e)		CUSIP Number 049164205

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned: 301,280*

(b)	Percentage of class: 1.0%**

(c)	Number of shares as to which the person has:

(i)

Sole power to vote or direct the vote: 301,280

(ii)

Shared power to vote or direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 301,280

(iv)

Shared power to dispose or to direct the disposition of: 0

*	On May 4, 2016, pursuant to an Investment Agreement, dated as of May 4, 2016 (the “2016 Investment Agreement”), by and between Amazon.com, Inc. (“Amazon”) and the Issuer, the Issuer issued Amazon

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warrants (the “2016 Warrants”) to acquire up to 11,250,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), which initially became exercisable with respect to a portion of the shares subject to the 2016 Warrants after the occurrence of the Issuer’s special meeting of stockholders on September 20, 2016. On March 27, 2019, pursuant to an Investment Agreement, dated as of March 27, 2019 (the “2019 Investment Agreement”), by and between Amazon and the Issuer, the Issuer issued Amazon a warrant (the “2019 Warrant,” and together with the 2016 Warrants, the “Warrants”) to acquire up to an additional 6,632,576 shares of Common Stock. In connection with the 2019 Investment Agreement, Amazon and the Issuer amended certain provisions of the 2016 Investment Agreement and 2016 Warrants to include the Beneficial Ownership Limitation (as defined below). Shares of Common Stock subject to the Warrants vest and become exercisable upon the achievement of certain commercial milestones, subject to certain regulatory approvals and the terms and conditions outlined in the Warrants.

The maximum number of shares of Common Stock that are currently exercisable is determined under the Warrants (as amended), which provide that Amazon is prohibited from exercising the Warrants for such number of shares of Common Stock as would exceed 4.999% beneficial ownership of all outstanding Common Stock, subject to certain exceptions (the “Beneficial Ownership Limitation”). As of March 27, 2019, Amazon became the beneficial owner of less than five percent of the shares of Common Stock of the Issuer due to the Beneficial Ownership Limitation; however, Amazon determined to voluntarily continue to report its beneficial ownership of Common Stock at that time. Amazon is currently the beneficial owner of less than five percent of the shares of Common Stock of the Issuer without regard to the Beneficial Ownership Limitation. As a result, Amazon has determined to cease voluntarily reporting its beneficial ownership of Common Stock.

Based on 28,797,747 shares of Common Stock of the Issuer outstanding as of February 12, 2021, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Securities and Exchange Commission on February 18, 2021, plus 301,280 shares of Common Stock issuable upon exercise of the Warrants as of March 8, 2021.

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 the reporting person 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 a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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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.

Dated: March 8, 2021


AMAZON.COM, INC.

By:		/s/ David A. Zapolsky
		David A. Zapolsky Senior Vice President

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