Form 3 CONWAY RICHARD F For: Feb 25 (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LC CAPITAL MASTER FUND LTD

(Last)

(First)

(Middle)

C/O TRIDENT FUND SERVICES (BVI) LIMITED, PO BOX 146, WATERFRONT DR, WICKHAMS CAY

(Street)

ROAD TOWN, TORTOLA

00000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/25/2009

3. Issuer Name and Ticker or Trading Symbol
MESA AIR GROUP INC [MESA]

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

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

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

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

	Form filed by One Reporting Person
X	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 Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	27,384,000	D ⁽¹⁾
Common Stock	27,384,000	I	See Footnote ⁽²⁾

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 Excercise 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 Excercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Senior Convertible Notes due 2024	⁽³⁾	02/10/2024	Common Stock	576,536	$ ⁽⁴⁾	D ⁽¹⁾
Senior Convertible Notes due 2024	⁽³⁾	02/10/2024	Common Stock	576,536	$ ⁽⁴⁾	I	See Footnote ⁽²⁾

Explanation of Responses:

1. These securities are owned by LC Capital Master Fund, Ltd., which is a Reporting Person.

2. These securities may be deemed to be beneficially owned by Lampe, Conway & Co., LLC, the investment manager of LC Capital Master Fund, Ltd., Steven G. Lampe, a managing member of Lampe, Conway & Co., LLC, and Richard F. Conway, a managing member of Lampe, Conway & Co., LLC. Each such Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The Senior Convertible Notes due 2024 (the "Notes") are presently convertible into shares of the issuer's Common Stock.

4. Each $1,000 of the principal amount of the Notes is convertible into 40.3737 shares of the issuer's Common Stock, subject to adjustment in certain events described in the issuer's Form S-3, dated May 7, 2004.

	LC Capital Master Fund, Ltd., By: /s/ Richard F. Conway, Director	03/03/2009
	** Signature of Reporting Person	Date
	Lampe, Conway & Co., LLC, By: /s/ Richard F. Conway, Managing Member	03/03/2009
	** Signature of Reporting Person	Date
	/s/ Steven G. Lampe	03/03/2009
	** Signature of Reporting Person	Date
	/s/ Richard F. Conway	03/03/2009
	** 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.

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