UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Air T, Inc.
(Name of Issuer)
Common Stock, $.25 par value per share
(Title of Class of Securities)
009224304
(CUSIP Number)
Walter Clark
3524 Airport Road
Maiden, North Carolina 28650
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 8, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g), check the following box .
SCHEDULE 13D
CUSIP NO. 009224304 Page 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Estate of David Clark
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(3)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIA
LLY
OWNED BY
EACH
REPORTING
PERSON 0
WITH
8 SHARED VOTING POWER
102,000
9 SOLE DISPOSITVE POWER
0
10 SHARED DISPOSTIVE POWER
102,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
102,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
14 TYPE OF REPORTING PERSON*
00
SCHEDULE 13D
CUSIP NO. 009224304 Page 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Walter Clark
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(3)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIA
LLY
OWNED BY
EACH
REPORTING
PERSON 60,922
WITH
8 SHARED VOTING POWER
102,000
9 SOLE DISPOSITVE POWER
60,922
10 SHARED DISPOSTIVE POWER
102,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
162,922
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP NO. 009224304 Page 4
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Caroline Clark
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(3)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIA
LLY
OWNED BY
EACH
REPORTING
PERSON 3,222
WITH
8 SHARED VOTING POWER
102,000
9 SOLE DISPOSITVE POWER
3,222
10 SHARED DISPOSTIVE POWER
102,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
105,222
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
14 TYPE OF REPORTING PERSON*
IN
Preliminary Note
This Amendment No. 3 on Schedule 13D/A (this "Amendment")
amends the statement of beneficial ownership on Schedule 13D (as
amended, the "Statement") filed by the Estate of David Clark and
by Walter Clark and Caroline Clark, the executors of the Estate
of David Clark (the "Reporting Persons"), as amended by Amendment
No. 1 thereto dated August 4, 2004 and Amendment No. 2 thereto
dated October 4, 2004, with respect to the common stock, $.25 par
value per share ("Common Stock"), of Air T, Inc. This Amendment
reports recent transactions in the Common Stock by the Reporting
Persons and that Caroline Clark and the Estate of David Clark
have ceased to beneficially own more than five percent of the
outstanding shares of Common Stock. This Amendment amends and
restates each item included in the Statement to the extent
information in that item has changed.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed to beneficially
own the 102,000 shares of Common Stock held by the Estate. On
the basis of 2,708,334 shares of Common Stock outstanding on the
date hereof, the 102,000 shares of Common Stock held by the
Estate constitute 3.8% of the outstanding shares of Common Stock.
Caroline Clark may be deemed to own 105,222 shares of Common
Stock, or 3.9% of the outstanding shares of Common Stock. Walter
Clark may be deemed to own 162,922 shares of Common Stock, or
6.0% of the outstanding shares of Common Stock.
(b) The following table sets forth, with respect to each of the
Filing Persons the number of shares of Common Stock as to which
such person has sole power to vote or to direct the vote, shared
power to vote or to direct the vote, sole power to dispose or
direct the disposition, or shared power to dispose or direct the
disposition.
Sole Shared Sole Shared
Reporting Person Voting Voting Power to Power to
Power Power Dispose Dispose
The Estate of David Clark 0 102,000 0 102,000
Walter Clark 60,922 102,000 60,922 102,000
Caroline Clark 3,222 102,000 3,222 102,000
(c) On October 8, 2004, the Estate of David Clark sold
93,000 shares of Common Stock in market transactions as follows:
Number of Shares sold Price Per Share
925 $27.80
75 $27.81
4,050 $27.90
200 $27.91
1,100 $27.93
50 $27.96
1,400 $28.00
200 $28.05
3,690 $28.50
450 $28.51
200 $28.52
32 $28.53
7,050 $28.60
4,952 $28.61
350 $28.62
6,578 $28.65
1,881 $28.85
600 $28.86
100 $28.89
2,117 $29.00
4,337 $29.20
2,800 $29.21
94 $29.22
2,000 $29.26
600 $29.30
1,000 $29.32
1,000 $29.37
3,000 $29.38
1,200 $29.40
80 $29.42
400 $29.44
2,994 $29.45
6 $29.49
1,400 $29.60
920 $29.70
1,500 $30.12
1,169 $30.25
400 $30.26
500 $30.27
5,700 $30.30
200 $30.31
1,000 $30.32
3,000 $30.35
2,100 $30.36
1,045 $30.37
2,255 $30.40
10,800 $30.45
1,000 $30.50
200 $30.51
2,000 $30.52
100 $30.55
100 $30.70
2,000 $30.71
100 $30.75
On November 17, 2004, the Estate of David Clark sold 105,000
shares of Common Stock in market transactions as follows:
Number of Shares sold Price Per Share
9,900 $23.00
5,000 $23.25
1,900 $23.36
200 $23.37
3,900 $23.40
5,900 $23.45
10,796 $23.50
5,000 $23.53
700 $23.57
600 $23.58
6,100 $23.60
4 $23.63
4,500 $23.64
450 $23.66
5,000 $23.67
400 $23.70
2,600 $23.75
5,500 $23.76
100 $23.83
4,400 $23.84
10,000 $24.00
500 $24.15
600 $24.50
5,000 $24.78
2,000 $24.80
5,000 $24.88
50 $24.90
4,900 $25.00
1,000 $25.50
1,700 $26.27
300 $26.28
1,000 $26.37
On November 10, 2004, Walter Clark exercised options to acquire
50,000 shares of common stock at an exercise price of $3.19 per
share. Mr. Clark used his personal funds to pay the exercise
price.
(d) The information set forth in Items 4 and 6 is
incorporated by reference herein.
(e) On November 17, 2004, Caroline Clark and the Estate of
David Clark ceased to beneficially own more than five percent of
the outstanding shares of Common Stock.
SIGNATURES
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.
Date: December 9, 2004 /s/ Walter Clark
Walter Clark, individually and as
Executor of the Estate of David
Clark
Date: December 9, 2004 /s/ Caroline Clark
Caroline Clark, individually and as
Executor of the Estate of David
Clark