FORM 4
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[X] Check this box if no longer OMB APPROVAL
subject to Section 16. Form 4 OMB Number 3235-0287
or Form 5 obligations may Expires: May 31, 1994
continue. See Instruction 1(b). Estimated average burden
hours per response...0.5
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(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
British Airways Plc
(Last) (First) (Middle)
Speedbird House, Heathrow Airport (London)
(Street)
Hounslow TW6 2JA, England
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
US Airways Group, Inc. U
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
May, 1997
5. If Amendment, Date of Original (Month/Year)
Form 3 filed in January, 1993
6. Relationship of Reporting Person to Issuer (Check all applicable)
____ Director __X_ 10% Owner
____ Officer (give title below) ____ Other (specify below)
___________________________________________________________
PAGE 1 OF 6
<PAGE>
FORM 4 (continued)
TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF,
OR BENEFICIALLY OWNED
<TABLE>
<CAPTION>
6. Owner- 7. Nature
3. Trans- 5. Amount of ship Form: of Indirect
2. Trans- action 4. Securities Acquired Securities Bene- Direct Bene-
action Code (A) or Disposed of (D) ficially Owned (D) or ficial
Date (Instr. 8) (Instr. 3, 4 and 5) at End of Indirect Owner-
1. Title of Security (Month/Day/ (A) or Month (I) ship
(Instr. 3) Year) Code V Amount (D) Price (Instr. 3 and 4) (Instr. 4) (Instr. 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 5/22/97 C 14,458,851 A $19.41 none I *
Common Stock 5/27/97 S 14,458,851 D $34.50 none I *
- ------------
<FN>
* Held by BritAir Acquisition Corp. Inc., a wholly-owned subsidiary of the
Reporting Person.
</FN>
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Over)
(Print or Type Responses) SEC 1474 (8/92)
PAGE 2 OF 6
<PAGE>
FORM 4 (continued)
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Conversion or 3. Transaction Date 4. Transaction 5. Number of Derivative 6. Date Exercisable
Derivative Exercise Price Code Securities Acquired and Expiration Date
Security of Derivative (Month/Day/Year) (A) or Disposed of (D)
(Instr. 3) Security (Instr. 8) (Instr. 3, 4, and 5) (Month/Day/Year)
Code V (A) (D) Date Exer- Expiration
cisable Date
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series F Cumulative
Convertible Preferred
Stock 5/22/97 D* 1940.636 ** **
Series F Cumulative
Convertible Preferred
Stock $19.41 5/27/97 C 28,059.364 ** **
Series T-1 Cumulative
Convertible Exchangeable
Senior Preferred Stock 5/22/97 D* 152.1 ** **
Series T-2 Cumulative
Convertible Exchangeable
Senior Preferred Stock 5/22/97 D* 9,918.8 ** **
<CAPTION>
7. Title and Amount of 8. Price of 9. Number of Derivative 10. Ownership 11. Nature of Indirect
Underlying Securities Derivative Securities Bene- Form of Beneficial Ownership
Security ficially Owned Derivative (Instr. 4)
(Instr. 3 and 4) at End of Month Security:
(Instr. 5) Direct (D)
(Instr. 4) or In-
direct (I)
(Instr. 4)
Title Amount or
Number of
Shares
<C> <C> <C> <C> <C> <C>
Common Stock 1,000,000 $12,693.71 none I ***
Common Stock 14,458,851 none I ***
Common Stock 74,195 12,926.81 none I ***
Common Stock 3,757,500 $10,037.88 none I ***
- ----------
<FN>
* Based on assumptions derived from the nature of the transaction and the
representations made by the Issuer in connection with the sale.
** The Series F Cumulative Convertible Senior Preferred Stock, the Series T-1
Cumulative Convertible Exchangeable Senior Preferred Stock, and the Series
T-2 Cumulative Convertible Exchangeable Senior Preferred Stock
(collectively, the "Preferred Stock") was issued to the Reporting Person
pursuant to the terms of an Investment Agreement between the Reporting
Person and the Issuer, dated January 21, 1993 (the "Investment Agreement").
The Preferred Stock is mandatorily redeemable on January 21, 2008. The
Preferred Stock is optionally redeemable upon the occurrence of certain
events. Subject to certain provisions contained in the Investment Agreement
and in the Certificates of Designation of the Preferred Stock, each share of
the Preferred Stock is entitled to one vote for each share of Common Stock
into which it is convertible on each matter submitted to a vote of the
Issuer's stockholders.
*** Held by BritAir Acquisition Corp. Inc., a wholly-owned subsidiary of the
Reporting Person.
</FN>
</TABLE>
Explanation of Responses:
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ David Erich 06/10/97
**Signature of Reporting Person Date
Authorized Representative, British Airways Plc
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Page 2
SEC 1474 (8/92)
PAGE 3 OF 6
<PAGE>
FORM 4
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
[X] Check this box if no longer OMB APPROVAL
subject to Section 16. Form 4 OMB Number 3235-0287
or Form 5 obligations may Expires: May 31, 1994
continue. See Instruction 1(b). Estimated average burden
hours per response...0.5
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(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person
BritAir Acquisition Corp. Inc.
(Last) (First) (Middle)
1105 North Market Street, Suite 1300, PO Box 8985
(Street)
Wilmington, DE 19899
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
US Airways Group, Inc. U
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
May, 1997
5. If Amendment, Date of Original (Month/Year)
Form 3 filed in January, 1993
6. Relationship of Reporting Person to Issuer (Check all applicable)
____ Director __X_ 10% Owner
____ Officer (give title below) ____ Other (specify below)
___________________________________________________________
PAGE 4 OF 6
<PAGE>
FORM 4 (continued)
TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF,
OR BENEFICIALLY OWNED
<TABLE>
<CAPTION>
6. Owner- 7. Nature
3. Trans- 5. Amount of ship Form: of Indirect
2. Trans- action 4. Securities Acquired Securities Bene- Direct Bene-
action Code (A) or Disposed of (D) ficially Owned (D) or ficial
Date (Instr. 8) (Instr. 3, 4 and 5) at End of Indirect Owner-
1. Title of Security (Month/Day/ (A) or Month (I) ship
(Instr. 3) Year) Code V Amount (D) Price (Instr. 3 and 4) (Instr. 4) (Instr. 4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock 5/22/97 C 14,458,851 A $19.41 none D
Common Stock 5/27/97 S 14,458,852 D $34.50 none D
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
(Over)
(Print or Type Responses) SEC 1474 (8/92)
PAGE 5 OF 6
<PAGE>
FORM 4 (continued)
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Conversion or 3. Transaction Date 4. Transaction 5. Number of Derivative 6. Date Exercisable
Derivative Exercise Price Code Securities Acquired and Expiration Date
Security of Derivative (Month/Day/Year) (A) or Disposed of (D)
(Instr. 3) Security (Instr. 8) (Instr. 3, 4, and 5) (Month/Day/Year)
Code V (A) (D) Date Exer- Expiration
cisable Date
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series F Cumulative
Convertible Preferred
Stock 5/22/97 D* 1940.636 ** **
Series F Cumulative
Convertible Preferred
Stock $19.41 5/27/97 C 28,059.364 ** **
Series T-1 Cumulative
Convertible Exchangeable
Senior Preferred Stock 5/22/97 D* 152.1 ** **
Series T-2 Cumulative
Convertible Exchangeable
Senior Preferred Stock 5/22/97 D* 9,918.8 ** **
<CAPTION>
7. Title and Amount of 8. Price of 9. Number of Derivative 10. Ownership 11. Nature of Indirect
Underlying Securities Derivative Securities Bene- Form of Beneficial Ownership
Security ficially Owned Derivative (Instr. 4)
(Instr. 3 and 4) at End of Month Security:
(Instr. 5) Direct (D)
(Instr. 4) or In-
direct (I)
(Instr. 4)
Title Amount or
Number of
Shares
<C> <C> <C> <C> <C> <C>
Common Stock 1,000,000 $12,693.71 none D
Common Stock 14,458,851 none D
Common Stock 74,195 12,926.81 none D
Common Stock 3,757,500 $10,037.88 none D
- ----------
<FN>
* Based on assumptions derived from the nature of the transaction and the
representations made by the Issuer in connection with the sale.
** The Series F Cumulative Convertible Senior Preferred Stock, the Series T-1
Cumulative Convertible Exchangeable Senior Preferred Stock, and the Series
T-2 Cumulative Convertible Exchangeable Senior Preferred Stock
(collectively, the "Preferred Stock") was issued to the Reporting Person
pursuant to the terms of an Investment Agreement between the Reporting
Person and the Issuer, dated January 21, 1993 (the "Investment Agreement").
The Preferred Stock is mandatorily redeemable on January 21, 2008. The
Preferred Stock is optionally redeemable upon the occurrence of certain
events. Subject to certain provisions contained in the Investment Agreement
and in the Certificates of Designation of the Preferred Stock, each share of
the Preferred Stock is entitled to one vote for each share of Common Stock
into which it is convertible on each matter submitted to a vote of the
Issuer's stockholders.
</FN>
</TABLE>
Explanation of Responses:
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
/s/ Paul Jasinski 06/10/97
**Signature of Reporting Person Date
Secretary, BritAir Acquisition Corp., Inc.
Note: File three copies of this Form, one of which must be manually signed.
If space provided is insufficient, see Instruction 6 for procedure.
Page 2
SEC 1474 (8/92)
PAGE 6 OF 6
