You or someone in your family, or an investment account for which you serve as a custodian, may have purchased or otherwise acquired Mesa securities pursuant and/or traceable to Mesa’s IPO commenced on or around August 9, 2018. The Notice explains the Action, the Settlement, Settlement Class Members’ legal rights, what benefits are available, who is eligible for them, and how to get them. Receipt of the Notice does not mean that you are a member of the Settlement Class or that you will be entitled to receive a payment. If you wish to be eligible for a payment, you are required to submit the Claim Form that is being distributed with this Notice.

The court directed that the Notice be sent to Settlement Class Members to inform them of the terms of the proposed Settlement and about all of their options, before the Court decides whether to approve the Settlement at the upcoming hearing to consider the fairness, reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation, and Lead Counsel’s Fee and Expense Application (the “Settlement Hearing”).

The Court in charge of the case is the United States District Court for the District of Arizona, and the Action is known as Lowthorp v. Mesa Air Group, Inc., et al., 2:20-cv-00648-MTL (D. Ariz.).

In a class action, one or more plaintiffs, called lead plaintiffs or class representatives, sue on behalf of people who have similar claims. The individuals and entities on whose behalf the class representative is suing are known as class members. One court resolves the issues in the case for all class members, except for those who choose to exclude themselves from the class if exclusion is permitted by applicable rules of procedure.

This is a federal securities class action lawsuit.

Mesa is a regional aircraft carrier for American Airlines and United Airlines. On or around August 9, 2018, Mesa commenced its initial public offering (“IPO”). Lead Plaintiff alleges that the registration statement and related prospectus (collectively, the “Registration Statement”) issued in connection with the IPO contained materially false and/or misleading statements, as alleged in the Amended Action Complaint For Violations Of The Federal Securities Laws (“AC”).

The initial federal complaint in the Action was filed on April 1, 2020. On June 22, 2020, the Court appointed DeKalb as Lead Plaintiff, Faruqi & Faruqi, LLP as Lead Counsel, and DeConcini McDonald Yetwin & Lacy, P.C., as Liaison Counsel. Lead Plaintiff filed the AC on August 17, 2020, alleging violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”), against Defendants Mesa, Jonathan G. Ornstein, Michael J. Lotz, Daniel J. Altobello, Ellen N. Artist, Mitchell Gordon, Dana J. Lockhart, G. Grant Lyon, Giacomo Picco, Harvey Schiller, and Don Skiados (collectively, the “Mesa Defendants”), Raymond James & Associates, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Cowen and Company, LLC, Stifel, Nicolaus & Company, Incorporated, and Imperial Capital, LLC (collectively, the “Underwriter Defendants”).

On October 1, 2020, the Mesa Defendants filed the Motion to Dismiss the AC and the Notice of Incorporation by Reference and Request for Judicial Notice (“Request for Judicial Notice”), both of which the Underwriter Defendants joined and Lead Plaintiff opposed. On July 22, 2021, the Court issued an Order denying in part Defendants’ motion to dismiss.

The Mesa Defendants filed their Answer to the AC on September 3, 2021 and the Underwriter Defendants did the same on September 15, 2021, denying the claims and asserting affirmative defenses.

On December 31, 2021, all parties entered into a Joint Stipulation regarding Class Certification (ECF No. 108), which was adopted by the Court on January 24, 2022. ECF No. 113. The certified class included all individuals and entities that purchased or otherwise acquired Mesa securities pursuant and/or traceable to the Company’s IPO commenced on or around August 9, 2018, and were damaged thereby.

Shortly thereafter, on January 5, 2022, Defendants filed a Motion for Leave to File an Early Motion for Summary Judgment based on negative causation (“Motion for Leave”), which Plaintiff opposed. The Court denied the motion on March 1, 2022.

On March 2, 2022, the Parties attended a mediation session with Jed Melnick, Esq. a well-respected mediator affiliated with JAMS Mediation Services, a well-respected firm specializing in mediation. The mediation session was preceded by the Parties’ submission of mediation statements and exhibits. The mediation session was attended by Lead Counsel, the Mesa Defendants’ counsel, and certain of Mesa’s insurers. The Parties were able to reach an agreement in principle to settle the claims against Defendants, subject to Defendants providing Lead Plaintiff with additional discovery. Before entering into the Stipulation, Lead Plaintiff first requested, received and reviewed specific categories of documents from Defendants. After reviewing these documents, Lead Plaintiff submitted questions to Defendants and received and reviewed written responses thereto in order to better assess the fairness and reasonableness of the Settlement. The Stipulation (together with its exhibits) constitutes the final and binding agreement between the Parties.

The Settlement was reached after arm’s-length negotiations between Lead Counsel and counsel for Defendants, and only after: (a) Lead Counsel conducted a lengthy investigation into the facts alleged in the Action, which included an investigation by a private investigator; (b) Lead Counsel drafted the AC; (c) the Parties engaged in comprehensive briefing on Defendants’ Motion to Dismiss and Request for Judicial Notice; (d) Lead Counsel researched the applicable law with respect to the Class’s claims against Defendants and the potential defenses thereto; (e) Lead Counsel consulted with experts regarding the facts of the case; (f) the Parties began to exchange discovery pursuant to the operative scheduling order and Federal Rules of Civil Procedure; (g) the Parties engaged in comprehensive briefing on Defendants’ Motion For Leave; (h) the Parties exchanged detailed opening and reply mediation statements and exhibits; (i) the Parties conducted a mediation and engaged in settlement negotiations; and (j) Lead Counsel reviewed the more than 60,000 pages of discovery Defendants provided following the mediation to gauge the strengths and weaknesses of the Action and Defendants’ potential defenses thereto to make sure that the Settlement Amount was fair, reasonable, and adequate.

Subject to certain exceptions identified below, everyone who fits this description is a Settlement Class Member: all Persons who purchased or otherwise acquired Mesa securities pursuant and/or traceable to Mesa’s IPO commenced on or about August 9, 2018, and were damaged thereby.

Receipt of this Notice does not mean that you are a Settlement Class Member. The Parties do not have access to your transactions in Mesa securities. Please check your records or contact your broker to see if you are a member of the Settlement Class.

Yes. There are some individuals and entities that are excluded from the Settlement Class by definition. Excluded from the Settlement Class are the Company, its officers and directors, employees, affiliates, legal representatives, heirs, predecessors, successors, and assigns, and any entity in which the Company has a controlling interest or of which the Company is a parent or subsidiary, and the Underwriter Defendants.

Also excluded from the Settlement Class will be any Person who timely and validly seeks exclusion from the Settlement Class in accordance with the requirements explained in question 12 below.

If you are still not sure whether you are included, you can ask for free help by calling (877) 354-3789. You can also fill out and return the Claim Form to see if you qualify.

In exchange for the Settlement and release of the Released Claims against the Released Defendant Parties, Defendants have agreed to create a $5 million cash fund. After deductions for Court-awarded fees, expenses, and costs, settlement administration costs, and any applicable Taxes, the balance of the fund (the “Net Settlement Fund”) will be distributed pro rata pursuant to the “Plan of Allocation” among all Settlement Class Members who submit valid and timely Claim Forms and are found to be eligible to receive a distribution from the Net Settlement Fund (“Authorized Claimants”).

The Plan of Allocation, which is subject to Court approval, is discussed in more detail on pages 11-13 of the Notice.

To qualify for a payment, you must submit a timely and valid Claim Form with supporting documents. A Claim Form was circulated with the Notice. You can download the Claim Form from this website, or you can request that a Claim Form be mailed to you by calling the Claims Administrator toll-free at (877) 354-3789. Please read the instructions contained in the Claim Form carefully, fill out the Claim Form, include all the documents the form requests, sign it, and either mail it to the Claims Administrator or submit it through email at info@mesasecuritiesclassaction.com, so it is postmarked (or received if sent via email) or file online no later than March 7, 2023.

If you have large numbers of transactions, you may request, or may be requested to, submit information regarding your transactions in electronic files. If you wish to submit your transaction data electronically, you must contact the Claims Administrator at info@mesasecuritiesclassaction.com or download the required files from this website. You must still timely submit a signed Claim Form by mail or email, as specified above.

No electronic files will be considered to have been properly submitted unless the Claims Administrator issues to the claimant an email acknowledgment of receipt and acceptance of electronically submitted data. All claimants MUST timely submit a signed Claim Form to be potentially eligible for a payment from this settlement.

The Court will hold a Settlement Hearing on April 6, 2023, to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals after that. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Claim Forms to be processed. Please be patient.

If you are a Settlement Class Member, unless you exclude yourself, you are staying in the Class, and that means that, upon the “Effective Date,” you will release all “Released Claims” (as defined below) against the “Released Defendant Parties” (as defined below).

“Released Claims” means any and all pending claims arising from the same operative facts as this Action, and any and all causes of action of every nature and description, including both known claims and Unknown Claims (defined below), contingent or absolute, mature or not mature, liquidated or not liquidated, accrued or not accrued, concealed or hidden, regardless of legal or equitable theory and whether arising under federal, state, common or foreign law, that Lead Plaintiff or any other Settlement Class Member: (i) asserted in the Action; or (ii) could have asserted in the Action or any forum, domestic or foreign, that arise out of, are based upon, or relate to, directly or indirectly, in whole or in part, to: (a) the allegations, transactions, facts, events, matters or occurrences, representations or omissions involved, set forth, alleged or referred to in the Action; and (b) the purchase or sale or other acquisition or disposition, or holding of Mesa securities pursuant and/or traceable to Mesa’s Initial Public Offering (“IPO”) that was commenced on or around August 9, 2018. For the avoidance of doubt, Released Claims include those claims asserted in City of Pittsburgh Comprehensive Municipal Pension Trust Fund, et al. v. Mesa Air Group, Inc., et al., Civ. No. CV2020-003927 (Superior Court of Arizona in and for the County of Maricopa, filed March 24, 2020). For the avoidance of doubt, Released Claims do not include: (i) claims relating to the enforcement of the Settlement; and (ii) any claims of Persons who submit a request for exclusion that is accepted by the Court.

“Released Defendant Parties” means Defendants, Defendants’ Counsel, and each of their respective past or present direct or indirect subsidiaries, parents, affiliates, principals, successors and predecessors, assigns, officers, directors, shareholders, trustees, partners, agents, fiduciaries, contractors, employees, attorneys, auditors, insurers; the spouses, members of the immediate families, representatives, and heirs of the Individual Defendants, as well as any trust of which any Individual Defendant is the settlor or which is for the benefit of any of their immediate family members; any firm, trust, corporation, or entity in which any Defendant has a controlling interest; and any of the legal representatives, heirs, successors in interest or assigns of Defendants.

“Released Defendants’ Claims” means all claims and causes of action of every nature and description, including both known claims and Unknown Claims (as defined below), whether arising under federal, state, common or foreign law, that Defendants could have asserted against any of the Released Plaintiff Parties that arise out of or relate in any way to the institution, prosecution, or settlement of the claims in the Action, except for claims relating to the enforcement of the Settlement or any claims against any Person who submits a request for exclusion that is accepted by the Court.

“Released Plaintiff Parties” means each and every Settlement Class Member, Lead Plaintiff, Plaintiff’s Counsel, and each of their respective past or present trustees, officers, directors, partners, employees, affiliates, contractors, auditors, principals, agents, attorneys, predecessors, successors, assigns, insurers, parents, subsidiaries, general or limited partners or partnerships, and limited liability companies; and the spouses, members of the immediate families, representatives, and heirs of any Released Plaintiff Party who is an individual, as well as any trust of which any Released Plaintiff Party is the settlor or which is for the benefit of any of their immediate family members. Released Plaintiff Parties does not include any Person who timely and validly seeks exclusion from the Settlement Class.

“Unknown Claims” means any and all Released Claims that Lead Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Defendant Parties, and any and all Released Defendants’ Claims that any Defendant does not know or suspect to exist in his, her, or its favor at the time of the release of the Released Plaintiff Parties, which if known by him, her, or it might have affected his, her, or its decision(s) with respect to the Settlement, including the decision to object to the terms of the Settlement or to exclude himself, herself, or itself from the Settlement Class. With respect to any and all Released Claims and Released Defendants’ Claims, the Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff and Defendants shall expressly, and each other Settlement Class Member shall be deemed to have, and by operation of the Judgment or Alternative Judgment shall have, to the fullest extent permitted by law, expressly waived and relinquished any and all provisions, rights and benefits conferred by any law of any state or territory of the United States or foreign law, or principle of common law, which is similar, comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

Lead Plaintiff, other Settlement Class Members, or Defendants may hereafter discover facts, legal theories, or authorities in addition to or different from those which any of them now knows or believes to be true with respect to the subject matter of the Released Claims and the Released Defendants’ Claims, but Lead Plaintiff and Defendants shall expressly, fully, finally, and forever settle and release, and each Settlement Class Member shall be deemed to have settled and released, and upon the Effective Date and by operation of the Judgment or Alternative Judgment shall have settled and released, fully, finally, and forever, any and all Released Claims and Released Defendants’ Claims as applicable, without regard to the subsequent discovery or existence of such different or additional facts, legal theories, or authorities. Lead Plaintiff and Defendants acknowledge, and other Settlement Class Members by operation of law shall be deemed to have acknowledged, that the inclusion of “Unknown Claims” in the definition of Released Claims and Released Defendants’ Claims was separately bargained for and was a material element of the Settlement.

The “Effective Date” will occur when an Order entered by the Court approving the Settlement because Final and is not subject to appeal. If you remain a member of the Settlement Class, all of the Court’s orders, whether favorable or unfavorable, will apply to you and legally bind you. Upon the Effective Date, Defendants will also provide a release of any claims against Lead Plaintiffs and the Settlement Class arising out of or related to the institution, prosecution, or settlement of the claims in the Action.

If you remain a member of the Class, all of the Court’s orders will apply to you and legally bind you. You will be bound by the releases whether or not you submit a Claim Form and/or receive a payment under the Settlement.

If you do not want to be eligible to receive a payment from the Settlement, but you want to keep any right you may have to sue or continue to sue the Released Defendant Parties on your own about the Released Claims, then you must take steps to remove yourself from the Settlement Class. This is called excluding yourself or “opting out” of the Class.Please note: If you decide to exclude yourself and bring your own claims, Defendants will have the right to seek their dismissal, and there is a risk that any lawsuit you file or have already filed to pursue claims alleged in the Action may be dismissed. Also, Defendant may terminate the Settlement if Settlement Class Members who purchased in excess of a certain amount of Mesa shares seek exclusion from the Settlement Class.

To exclude yourself from the Class, you must send a signed letter by mail stating that you request to be “excluded from the Settlement Class and do not wish to participate in the settlement in Lowthorp v. Mesa Air Group Inc., et al, 2:20-cv-00648-MTL (D. Ariz.).” You cannot exclude yourself by telephone or e-mail. To be valid, your letter must state: (A) your name, address, telephone number, and signature; (B) the date, number, and dollar amount of all purchases or acquisitions of Mesa securities from August 9, 2018 through February 5, 2019, inclusive; and (C) sales of Mesa securities from August 9, 2018 through November 8, 2022. The letter must also be accompanied by copies of broker confirmations or other documentation of your transactions in Mesa securities. You must mail your exclusion request such that it is received, not simply postmarked, no later than March 17, 2023, to:

No. Unless you exclude yourself, you give up any rights to sue the Defendants and the other Released Defendant Parties for any and all Released Claims. If you have a pending lawsuit speak to your lawyer in that case immediately. You must exclude yourself from this Settlement Class to continue your own lawsuit. Remember, the exclusion deadline is March 17, 2023.

No. If you exclude yourself, you will not get money from the proposed Settlement.

The Court has appointed the law firm of Faruqi & Faruqi, LLP as Lead Counsel and DeConcini McDonald Yetwin & Lacy P.C. as Liaison Counsel (collectively, “Plaintiff’s Counsel”) to represent Lead Plaintiff and all other Settlement Class Members in the Action.

You will not be separately charged for the fees or expenses of Plaintiff’s Counsel appointed by the Court. The Court will determine the amount of Plaintiff’s Counsel’s fees and expenses, which will be paid from the Settlement Fund. See also Notice at page 3 (“Statement of Attorneys’ Fees and Expenses Sought”). If you want to be represented by your own lawyer, you may hire one at your own expense.

If you are a Settlement Class Member, you can object to the Settlement or any of its terms, the proposed Plan of Allocation, and/or the Fee and Expense Application, and give reasons why you think the Court should not approve it. If the Court denies approval of the Settlement, no payments will be made to Settlement Class Members, the Parties will return to the position they were in before the Settlement was agreed to, and the Action will continue.

To object, you must send a signed letter stating that you object to the proposed Settlement, the proposed Plan of Allocation, and/or the Fee and Expense Application in Lowthorp v. Mesa Air Group Inc., et al, 2:20-cv-00648-MTL (D. Ariz.).” Your objection must state why you are objecting and must also: (i) include your name, address, telephone number, and signature; (ii) contain a statement of the objection and the specific reasons for it, including any legal and evidentiary support (including witnesses) you wish to bring to the Court’s attention; and (iii) documentation identifying the number of Mesa shares you purchased or acquired between August 9, 2018 and February 5, 2019, and documentation identifying the number of Mesa shares you sold between August 9, 2018 and November 18, 2022, inclusive. Unless otherwise ordered by the Court, any Settlement Class Member who does not object in the manner described in this Notice will be deemed to have waived any objection and will be forever foreclosed from making any objection to the proposed Settlement, Plan of Allocation, and/or Lead Counsel’s Fee and Expense Application. Your objection must be delivered by hand or sent by mail, postmarked no later than March 17, 2023, to:

Objecting is telling the Court that you do not like something about the proposed Settlement, Plan of Allocation, or Fee and Expense Application. You can still recover money from the Settlement. You can object only if you stay in the Settlement Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the Settlement and the Action no longer affect you.

The Court will hold a Settlement Hearing at 9 a.m. (Arizona time) on the 6th day of April, 2023, at the United States District Court for District of Arizona, Sandra Day O’Connor U.S. Courthouse, 401 West Washington Street, Phoenix, Arizona 85003. At this hearing the Court will consider whether: (i) the Settlement is fair, reasonable and adequate, and should receive final approval; (ii) the Plan of Allocation is fair and reasonable, and should be approved; and (iii) the Fee and Expense Application is reasonable and should be approved. The Court will take into consideration any written objections filed in accordance with the instructions in question 16 above. We do not know how long it will take the Court to make these decisions.

You should be aware that the Court may change the date and time of the Settlement Hearing, or hold the hearing telephonically, without another notice being sent to Settlement Class Members. If you want to attend the hearing, you should check with Lead Counsel beforehand to be sure that the date and/or time has not changed, or periodically check this website, to see if the Settlement Hearing stays as calendared or is changed.

No. Lead Counsel will answer any questions the Court may have. But, you are welcome to come at your own expense. If you submit a valid and timely objection, the Court will consider it and you do not have to come to Court to discuss it. You may hire your own lawyer (at your own expense), but it is not required. If you do hire your own lawyer, he or she must file a Notice of Appearance in the manner described in the answer to Question 20 below no later than March 17, 2023.

If you object to the Settlement, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see question 16 above) a statement stating that it is your “Notice of Intention to Appear in Lowthorp v. Mesa Air Group Inc., et al, 2:20-cv-00648-MTL (D. Ariz.).” Persons who intend to present evidence at the Settlement Hearing must also include in their written objections the identities of any witnesses they wish to call to testify and any exhibits they intend to introduce into evidence at the Settlement Hearing. Unless otherwise ordered by the Court, you cannot speak at the hearing if you excluded yourself from the Settlement Class or if you have not provided written notice of your intention to speak at the Settlement Hearing by the deadline identified, and in accordance with the procedures described in this Question 20 and Question 16.

If you do nothing and you are a member of the Settlement Class, you will receive no money from this Settlement and you will be precluded from starting a lawsuit, continuing with a lawsuit, or being part of any other lawsuit against Defendants and the other Released Defendant Parties concerning the Released Claims. To share in the Net Settlement Fund, you must submit a Claim Form (see question 9 above). To start, continue, or be part of any other lawsuit against the Defendants and the other Released Defendant Parties concerning the Released Claims in this case, to the extent it is otherwise permissible to do so, you must exclude yourself from this Settlement Class (see question 12).

The Notice summarizes the proposed Settlement. For the precise terms and conditions of the Settlement, please see the Stipulation available in the Court Documents section of this website, by accessing the Court docket in this case, for a fee, through the Court’s Public Access to Court Electronic Records (PACER) system at https://ecf.azd.uscourts.gov, or by visiting the Office of the Clerk of the United States District Court for the District of Arizona, Sandra Day O’Connor U.S. Courthouse, Suite 130, 401 West Washington Street, SPC 1, Phoenix, Arizona, 85003, between 9:00 a.m. and 4:00 p.m., Monday through Friday, excluding Court holidays.

PLEASE DO NOT TELEPHONE THE COURT OR THE COURT CLERK’S OFFICE TO INQUIRE ABOUT THIS SETTLEMENT OR THE CLAIM PROCESS.

You can also get a copy of the Stipulation, and other documents related to the Settlement, as well as additional information about the Settlement by writing to the Claims Administrator at info@mesasecuritiesclassaction.com; or by calling the Claims Administrator toll - free at (877) 354-3789.