PRIDDY ROBERT L
SC 13G/A, 1999-12-06
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*



                            AirTran Holdings, Inc.
- --------------------------------------------------------------------------------
                               (Name of Issuer)


                    Common Stock $.001 par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   00949P108
                           ------------------------
                                (CUSIP Number)




- --------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

     [ ] Rule 13d-1(b)
     [X] Rule 13d-1(c)
     [ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                               Page 1 of 5 pages
<PAGE>

CUSIP No. 00949P108
- --------------------------------------------------------------------------------
1    Names of Reporting Persons
     I.R.S. Identification Nos. of above persons (entities only)

     Robert L. Priddy
- --------------------------------------------------------------------------------
2    Check the Appropriate Box If a Member of a Group (See Instructions)
                                                     (a) [  ]
                                                     (b) [  ]

- --------------------------------------------------------------------------------
3    SEC Use Only

- --------------------------------------------------------------------------------
4    Citizenship or Place of Organization

     U.S.A.
- --------------------------------------------------------------------------------

 Number of Shares    5  Sole Voting Power          2,650,000
 Beneficially
 Owned by Each       -----------------------------------------------------------
 Reporting Person    6  Shared Voting Power        N/A
 With:
                     -----------------------------------------------------------
                     7  Sole Dispositive Power     2,650,000

                     -----------------------------------------------------------
                     8  Shared Dispositive Power   N/A

- --------------------------------------------------------------------------------
9   Aggregate Amount Beneficially Owned by Each Reporting Person

         2,650,000

- --------------------------------------------------------------------------------
10  Check If the Aggregate Amount in Row (9) Excludes Certain Shares
    (See Instructions)

- --------------------------------------------------------------------------------
11  Percent of Class Represented by Amount in Row (9)

         4.0%
- --------------------------------------------------------------------------------
12  Type of Reporting Person (See Instructions)
         IN

                               Page 2 of 5 pages
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                                  SCHEDULE 13G

Item 1.
    (a) The name of the issuer is AirTran Holdings, Inc. ("AirTran").
    (b) AirTran's principal executive offices are located at 9955 AirTran
        Boulevard,  Orlando, Florida  32827.

Item 2.
    (a) This Schedule 13G is filed on behalf of Robert L. Priddy (the "Reporting
        Person").
    (b) The Reporting Person's principal business address is 9410 Laguna Niguel
        Drive, #104, Las Vegas, Nevada  89134.
    (c) The Reporting Person is a citizen of the United States of America.
    (d) The class of securities being reported on hereunder is the Common Stock,
        par value $.001 per share, of AirTran (the "Common Stock").
    (e) The CUSIP number of the Common Stock is 00949P108.

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
        whether the person filing is a:
        Not Applicable.

Item 4. Ownership
    (a) The Reporting Person beneficially owns 2,650,000 shares of which 650,000
        shares may be acquired by the Reporting Person upon exercise of
        presently exercisable options.
    (b) Such shares represent 4.0% of AirTran Common Stock, based on 65,171,867
        shares outstanding as of October 18, 1999.
    (c) Of such shares:
        (i) 2,650,000 shares are subject to the Reporting Person's sole power to
            vote (assuming the exercise of the options referred to above);

                               Page 3 of 5 pages
<PAGE>

         (ii)   No shares are subject to the Reporting Person's shared power to
                vote;
         (iii)  2,650,000 shares are subject to the Reporting Person's sole
                dispositive power (assuming the exercise of the options
                referred to above); and
         (iv)   No shares are subject to the Reporting Person's shared
                dispositive power.

Item 5.  Ownership of Five Percent or Less of a Class
         As of November 12, 1999, the Reporting Person ceased to be a beneficial
         owner of more than five percent of the Common Stock of the Company.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person
         Not Applicable.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the
         Security Being Reported on By the Parent Holding Company
         Not Applicable.

Item 8.  Identification and Classification of Members of the Group
         Not Applicable.

Item 9.  Notice of Dissolution of Group
         Not Applicable.

Item 10. Certification

         By signing below I certify that, to the best of my knowledge and
         belief, the securities referred to above were not acquired and are not
         held for the purpose of or with the effect of changing or influencing
         the control of the issuer of the securities and were not acquired and
         are not held in connection with or as a participant in any transaction
         having that purpose or effect.

                               Page 4 of 5 pages
<PAGE>

                                   SIGNATURE


    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.



                                                 December 2, 1999
                                   --------------------------------------------
                                                        Date


                                               /s/ Robert L. Priddy
                                   --------------------------------------------
                                                       Signature


                                                   Robert L. Priddy
                                   --------------------------------------------
                                                       Name/Title


The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative.  If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).

                               Page 5 of 5 pages


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