FORM 5
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check box if no longer subject to Section 16. Form 4 or
Form 5 obligations may continue. See Instruction 1(b).
( ) Form 3 Holdings Reported
( ) Form 4 Transactions Reported
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 *
Chowdry, Michael A.
538 Commons Drive
Golden CO 80401
2. Issuer Name and Ticker or Trading Symbol
Atlas Air, Inc. (CGO)
3. IRS or Social Security Number of Reporting Person
(Voluntary)
4. Statement for Month/Year
12/99
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person to Issuer
(Check all applicable)
( x ) Director
( x ) 10% Owner
( x ) Officer (give title below)
( ) Other (specify below)
Chairman and Chief Executive Officer
7. Individual or Joint/Group Filing
(Check Applicable Line)
( x ) Form Filed by One Reporting Person
( ) Form Filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
1. Title of Security (Instr. 3)
a) Common Stock
b) Common Stock
c) Common Stock
2. Transaction Date (Month/Day/Year)
3. Transaction Code (Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3,4 and 5)
Amount / (A) or (D) / Price
5. Amount of Securities Beneficially Owned at End of
Issuer's Fiscal Year (Instr. 3 and 4)
a) 8,865,204 (1)(2)
b) 1,755,000
c) 8,471,501 (1)
6. Ownership Form Direct (D) or Indirect (I) (Instr. 4)
a) D
b) I
c) I
7. Nature of Indirect Beneficial Ownership (Instr 4)
a)
b) Held by Chowdry, Inc.
c) Held by Chowdry Limited Partnership (3)
* If the form is filed by more than one reporting person,
see Instruction 4(b)(v)
Reminder: Report on a separate line for each class of
securities beneficially owned directly or indirectly.
Table II - Derivative Securities Acquired, Disposed of, or
Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
1. Title of Derivative Security (Instr. 3)
a) Employee Stock Option (right to buy)
b) Employee Stock Option (right to buy)
c) Employee Stock Option (right to buy)
d) Employee Stock Option (right to buy)
2. Conversion or Excercise Price of Derivative Security
a) $17.3333
b) $16.3133
c) $24.1067
d) $26.94
3. Transaction Date (Month/Day/Year)
a)
b)
c)
d) 6/09/99
4. Transaction Code (Instr. 8)
a)
b)
c)
d) A
5. Number of Derivative Securities Acquired (A) or
Disposed of (D) (Instr. 3,4, and 5)
(A) / (D)
a) /
b) /
c) /
d) 56,250 /
6. Date Exercisable and Expiration Date (Month/Day/Year)
Date Exercisable / Expiration Date
a) 04/10/97 / 04/09/02
b) 02/10/99 / 02/10/08
c) 04/16/03 / 04/16/08
d) 06/09/99 (4) / 06/09/09
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
Title / Amount or Number of Shares
a) Common Stock / 53,440
b) Common Stock / 56,250
c) Common Stock / 281,250
d) Common Stock / 56,250
8. Price of Derivative Security ( Instr. 5)
9. Number of Derivatives Securities Beneficially Owned at
End of Year (Instr. 4)
a) 53,440
b) 56,250
c) 281,250
d) 56,250
10. Ownership of Derivative Security: Direct (D) or
Indirect (I) (Instr. 4)
a) D
b) D
c) D
d) D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Explanation of Responses:
See Attachment A for notes (1) and (2).
/s/ M. A. Chowdry
Michael A. Chowdry
**Signature of Reporting Person
February 11, 2000
Date
**Intentional misstatement or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15
U.S.C. 78ff(a).
Attachment A to Form 5 of
Michael A. Chowdry
Dated February 11, 2000
with respect to Atlas Air, Inc.
Explanation of Responses
(1) Does not include 292,500 shares of Atlas Air, Inc.
common stock held by the Chowdry Family Foundation, a non-
profit corporation, as to which the reporting person
disclaims beneficial ownership for purposes of Section 16 or
for any other purpose.
(2) Of these shares, 6,204 shares are restricted stock
subject to vesting requirements.
(3) The reporting person disclaims beneficial ownership of
all shares held by Chowdry Limited Partnership, and this
report should not be deemed to be an admission that the
reporting person is a beneficial owner of such shares for
purposes of Section 16 or for any other purpose.
(4) This option vests in four equal installments, beginning
June 9, 2000.
