<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
AirTran Holdings, Inc. (formerly ValuJet, Inc.)
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock $.001 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
00949P108
(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ] (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
* 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>
13G
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Maurice J. Gallagher, Jr. and Marcia Gallagher
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
2,390,000*
SHARES
-----------------------------------------------------------------
6 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 157,500
EACH
-----------------------------------------------------------------
7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,390,000*
WITH
-----------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
157,500
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,547,500*
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.7%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
* Maurice J. Gallagher, Jr. by himself has sole voting and dispositive power
over 185,000 of the shares reflected above.
-2-
<PAGE>
SCHEDULE 13G
ITEM 1.
(a) The name of the issuer is AirTran Holdings, Inc. formerly known as
ValuJet, 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 Maurice J. Gallagher, Jr. and
Marcia Gallagher (the "Reporting Persons").
(b) The Reporting Persons' principal business address is 6900 Westcliff
Drive, Suite 505, Las Vegas, Nevada 89128.
(c) The Reporting Persons are citizens 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 Persons beneficially own 2,390,000 shares of which
155,000 shares may be acquired by Mr. Gallagher by exercise of
presently exercisable options and of which 157,500 shares are owned by
a trust under which the Reporting Persons' children are beneficiaries
and over which the trustee thereof has voting and dispositive power.
Due to the beneficial interest of the Reporting Persons' children in
such trust, these 157,500 shares are reflected as shares subject to
shared voting and dispositive power below.
(b) Such shares represent 3.7% of AirTran Common Stock.
(c) Of such shares:
(i) 2,390,000 shares are subject to the Reporting Persons' sole
power to vote (assuming the exercise of the options referred to
above) with respect to which Maurice J. Gallagher, Jr., has
sole voting power over 30,000 shares as trustee of
-3-
<PAGE>
a trust for the benefit of his sisters and over 155,000 shares
subject to the above-referenced options.
(ii) 157,500 shares are subject to the Reporting Persons' shared
power to vote;
(iii) 2,390,000 shares are subject to the Reporting Persons' sole
dispositive power (assuming the exercise of the options
referred to above) with respect to which Maurice J. Gallagher,
Jr. has sole dispositive power over 30,000 shares as trustee of
a trust for the benefit of his sisters and over the 155,000
shares subject to the above-referenced options.
(iv) 157,500 shares are subject to the Reporting Persons' shared
dispositive power.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following [X].
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
Not Applicable.
-4-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
February 2, 1998
----------------------------
Date
/s/ Maurice J. Gallagher, Jr.
----------------------------
Maurice J. Gallagher, Jr.
/s/ Marcia Gallagher
----------------------------
Marcia Gallagher
-5-
