Item 3.02. Unregistered Sales of Equity Securities.

On November 4, 2009, Mesa Air Group, Inc. (the "Company") issued a press release announcing that it had entered into an agreement with AAR Corp. ("AAR"), a holder of its Senior Convertible Notes due 2023 (the "2023 Notes"), to, among other things, exchange $6.1 million in aggregate principal amount at maturity of the 2023 Notes for 15 million shares of the Company's common stock, no par value. After giving effect to this transaction, the Company will have outstanding $15.6 million in aggregate principal amount at maturity of 2023 Notes. The issuance of the common stock in the exchange, which closed on or about November 4, 2009, is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) and Section 4(2) thereof.

The press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

d. Exhibits.

Exhibit No. Description
99.1 Press release, dated November 4, 2009

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