SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gonzalez Francisco

(Last)

(First)

(Middle)

C/O SKY HARBOUR GROUP CORPORATION

136 TOWER ROAD, HANGAR M, SUITE 205

(Street)

WHITE PLAINS

10604

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2022

3. Issuer Name and Ticker or Trading Symbol
Sky Harbour Group Corp [ SKYH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Incentive Units of Sky Harbour LLC	⁽¹⁾	⁽¹⁾	Class A Common Stock⁽¹⁾	1,623,573	⁽¹⁾	D

Explanation of Responses:

1. Reflects Incentive Units of Sky Harbour LLC ("Incentive Units") which are profits interests that are economically similar to stock appreciation rights. Vested Incentive Units are convertible, at the holder's election, into common units of Sky Harbour LLC pursuant to the terms thereof, which then may be tendered for redemption by the Reporting Person for shares of the Issuer's Class A Common Stock on a one-for-one basis, subject to the terms of the Third Amended and Restated Operating Agreement of Sky Harbour LLC. Twenty-five percent of these Incentive Units vest on May 13, 2022 and seventy-five percent of these Incentive Units vest in thirty-six equal monthly installments beginning on May 13, 2022.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Gerald Adler, Attorney-in-Fact	02/04/2022
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations 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 is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by new insider Gonzalez Francisco