| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
PINNACLE AIRLINES CORP
[PNCL] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | X | 10% Owner | | Officer (give title below) | | Other (specify below) | |
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3. Date of Earliest Transaction (Month/Day/Year)
11/03/2009 |
4. 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 |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
1.Title of Security
(Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code
(Instr. 8) | 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) | 7. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | Amount | (A) or (D) | Price |
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Common Stock
| 11/03/2009 | | S | |
4,000
| D | $
6.2255
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36,600
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I
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Dalal Street, LLC
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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. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) | 6. Date Exercisable and Expiration Date
(Month/Day/Year) | 7. Title and Amount of Underlying Securities
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) | 11. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
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| /s/ Nadim A. Kazi, attorney-in-fact | 11/05/2009 |
| ** 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 4(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).
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| 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. |
EX-24
Power of Attorney
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">
POWER OF ATTORNEY
Know all by these
presents, that the undersigned hereby constitutes and appoints Nadim A. Kazi
the undersigned’s true and lawful attorney-in-fact to:
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(1) |
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prepare, execute in the undersigned’s
name and on the undersigned’s behalf, and submit to the U.S. Securities
and Exchange Commission (the “SEC”) a Form ID, including
amendments thereto, and any other documents necessary or appropriate to obtain
codes and passwords enabling the undersigned to make electronic filings with
the SEC of reports required by Section 16(a) of the Securities Exchange Act of
1934 or any rule or regulation of the SEC;
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(2) |
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execute for and on behalf of the undersigned,
filings and any amendments thereto in accordance with Sections 13(d),
13(g), 13(f) and 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder, in the undersigned’s capacity as (i) chief executive
officer and managing member of Dalal Street, LLC, which is (a) the general
partner of The Pabrai Investment Fund II, L.P. and The Pabrai Investment Fund
IV, L.P., and (b) the sole investment manager of Pabrai Investment Fund 3,
Ltd., (ii) the president of Pabrai Investment Fund 3, Ltd., and
(iii) husband and advisor to his wife, Ms. Harina Kapoor
(collectively, the “Reporting Person”);
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(3) |
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do and perform any and all acts for and on
behalf of the undersigned which may be necessary or desirable to complete and
execute any such filings and any amendments thereto, and timely file such form
with the SEC and any stock exchange or similar authority; and
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(4) |
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take any other action of any type whatsoever
in connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact’s
discretion.
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The undersigned hereby grants to such attorney-in-fact full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact’s substitute or substitutes,
shall lawfully do or cause to be done by virtue of this power of attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorney-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming, nor is the Reporting Person assuming, any of the
undersigned’s responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
This Power of
Attorney shall remain in full force and effect until revoked by the undersigned
in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF,
the undersigned has caused this Power of Attorney to be executed as of this
15th day of May, 2008.
By: /s/ Mohnish
Pabrai