UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~Date of report (Date of earliest event reported) December~~September 222, ~~2014~~2015

Date of report (Date of earliest event reported)

Great Lakes Aviation, Ltd.

(Exact name of registrant as specified in its charter)

Iowa

0-23224

42-1135319

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1022 Airport Parkway

Cheyenne, WY 82001

(Address of principal executive offices, including zip code)

(307) 432-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102 ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b), (c) and (e) On ~~December~~September 222, ~~2014~~2015, Michael O. Matthews resigned from his position as Vice President and Chief Financial Officer of Great Lakes Aviation, Ltd. (the “Company”). In connection with Mr. Matthews’ resignation, the Company entered into ~~the~~a ~~Loan~~separation ~~Agreement~~agreement and release (the “~~Loan~~Separation Agreement”) with ~~Callidus~~Mr. Matthews ~~Capital~~dated September 2, ~~Corporation~~2015. (Pursuant to the ~~“Lender”)~~Separation Agreement, Mr. Matthews agreed to make himself available to provide certain consulting services to the Company and to release the Company from any legal claims, and the Company agreed to pay Mr. Matthews severance and consultation pay of $12,500 per month for ten months and to provide Company flight benefits for a period of ten months.

~~Pursuant~~On toSeptember 8, ~~the Loan Agreement~~2015, the ~~Lender~~Company ~~agreed~~appointed toDouglas ~~make~~G. ~~available~~Voss, to the Company:’s ~~(i) a~~Chairman ~~$25,000,000~~and ~~single~~formerly ~~advance~~its ~~term~~President, ~~loan~~as ~~facility,~~Chief ~~(ii) a~~Executive ~~revolving~~Officer. ~~loan facility with availability of up to $6,000,000 and (iii)~~Mr. ~~a second revolving loan facility with availability of up to $3~~Voss,~~000,000.~~ ~~The~~age ~~$25~~61,~~000,000~~ ~~term~~co-founded ~~loan~~the ~~was~~Company ~~disbursed~~in at1979 ~~closing,~~ and ~~substantially~~served ~~all~~in ofthe ~~its~~position ~~proceeds~~of ~~were~~Chief ~~used to~~Executive ~~pay~~Officer ~~all~~from ~~outstanding borrowings, fees and expenses under~~ the ~~Credit~~Company’s ~~Agreement~~inception ~~dated~~until ~~November~~December 631, ~~2011~~2002. asMr. Voss ~~amended~~has ~~between~~served ~~the~~as ~~Company~~a ~~and~~director ~~Crystal~~of ~~Financial LLC and other lenders (~~the ~~“Refinanced~~Company ~~Credit~~since ~~Agreement”). The revolving loan facilities may be used for~~ the Company’s ~~working capital needs~~inception.

~~The~~On ~~loans~~September 8, ~~under~~2015, the ~~Loan~~Company ~~Agreement~~appointed ~~mature~~Charles onR. ~~December 22~~Howell IV, ~~2017~~formerly atthe ~~which~~Company’s ~~time~~Chief ~~all~~Executive ~~outstanding~~Officer, ~~principal~~as ~~balances will be due and payable~~President. ~~No amortization payments will be required until the maturity date~~Mr. Howell, ~~Outstanding~~age ~~principal~~58 ~~under~~became the ~~term~~Chief ~~loan~~Executive ~~and~~Officer ~~revolving loans will bear interest at a rate~~ of ~~14% per year. In addition,~~ the Company ~~paid~~on aDecember 31, ~~1% facility fee at closing and will be required to pay a 1~~2002.~~25%~~ ~~facility fee on the maturity date or in an event of default~~Mr. Howell ~~The~~served ~~Company~~as ~~will~~Chief ~~also~~Operating beOfficer ~~assessed~~from aAugust 1%2002 ~~unused~~until ~~line~~December 31, ~~fee~~2002. InPrior ~~connection~~to ~~with the Loan Agreement,~~joining the Company, ~~granted first-ranking security interests to the Lender covering substantially all of the assets of the business~~Mr. Howell ~~The~~has ~~Loan~~held ~~Agreement~~numerous ~~contains~~senior ~~certain~~executive ~~affirmative~~positions ~~and~~within ~~negative covenants which are usual and customary with asset based loans, and~~ the ~~Company~~airline ~~agreed to maintain a fixed charge coverage ratio~~industry.

~~The~~On ~~forgoing~~September 8, ~~description~~2015, ~~does~~Stan Gadek ~~not~~was ~~purport~~appointed toVice bePresident ~~complete~~ and isChief ~~qualified~~Financial inOfficer ~~its entirety~~of bythe ~~reference~~Company. toMr. Gadek, ~~the~~age ~~Loan~~63, ~~Agreement~~has ~~and~~held ~~related~~numerous ~~documents~~senior executive positions within the airline industry. In 2013, ~~copies~~Mr. Gadek offounded, ~~which~~and ~~are~~continues ~~filed~~to serve as ~~Exhibits~~principal ~~10.1~~of, TreadStohne ~~10.2~~Group, LLC, a management consulting and 10turnaround advisory services business which has provided consulting services to the Company.3 ~~hereto~~From 2008-2013 he was the President and ~~are~~Chief ~~incorporated~~Executive ~~herein~~Officer byof ~~reference~~Sun Country Airlines, a Minnesota-based airline.

~~Item~~Each ~~1.02~~of ~~Termination~~our ofexecutive aofficers ~~Material~~is ~~Definitive~~appointed ~~Agreement~~to serve until his or her successor is duly appointed or his or her earlier removal or resignation from office.

On December 22, 2014, in connection with the Loan Agreement described above, the Company repaid obligations totaling $24.9 million, which constituted all outstanding borrowings, fees and expenses under the Refinanced Credit Agreement. In connection with the repayment, Crystal Financial LLC and other lenders under the Refinanced Credit Agreement terminated their security agreements and released all of their security interests in the Company’s aircraft and other assets.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Items 1.01 is incorporated by reference into this Item 2.03.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,” “plan,” “expect,” “anticipate,” “estimate” and similar words, although some forward-looking statements are expressed differently. Forward-looking statements represent our management’s judgment regarding future events. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. All statements other than statements of historical fact included in this Current Report on Form 8-K are forward-looking statements. The Company cannot guarantee the accuracy of the forward-looking statements, and the Company’s actual

results could differ materially from those contained in any forward-looking statements due to a number of factors, including the statements under the heading “Risk Factors” contained in the Company’s filings with the Securities and Exchange Commission. Accordingly, such forward-looking statements are subject to a number of risks and uncertainties and may cause actual results to differ materially from the Company’s expressed expectations.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Loan Agreement dated as of December 22, 2014, between Great Lakes Aviation, Ltd., and Callidus Capital Corporation.
10.2		Aircraft, Engines, Spare Engines, Propellers, Spare Propellers and Spare Parts Mortgage and Security Agreement dated December 22, 2014 Great Lakes Aviation, Ltd., and Callidus Capital Corporation.
10.3		Security Agreement dated December 22, 2014 between Great Lakes Aviation, Ltd., and Callidus Capital Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Great Lakes Aviation, Ltd.

Date: December 22, 2014

/s/ Michael O. Matthews

Date: September 9, 2015

/s/ Stan Gadek

Michael O. Matthews Chief Financial Officer

Stan Gadek

Chief Financial Officer

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