UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires:
December 31, 2005

 

SCHEDULE 13G

Estimated average burden hours per response. . 11

 

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

 

JETBLUE AIRWAYS CORPORATION

(Name of Issuer)

 

COMMON STOCK

(Title of Class of Securities)

 

477143 10 1

(CUSIP Number)

 

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

 

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

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).

 

 

CUSIP No.  477143 10 1

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Neeleman Holdings, L.C. (I.R.S. ID #87-0616638)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Utah

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
7,343,468

 

6.

Shared Voting Power
None

 

7.

Sole Dispositive Power
7,343,468

 

8.

Shared Dispositive Power
None

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,343,468

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.2%

 

 

12.

Type of Reporting Person (See Instructions)
OO

 

2

 

Item 1.

 

(a)

Name of Issuer
JetBlue Airways Corporation

 

(b)

Address of Issuer’s Principal Executive Offices
118-29 Queens Blvd., Forest Hills, New York 11375

 

Item 2.

 

(a)

Name of Person Filing
Neeleman Holdings, L.C. (I.R.S. #87-0616638)

 

(b)

Address of Principal Business Office or, if none, Residence
c/o JetBlue Airways Corporation, 118-29 Queens Blvd., Forest Hills, New York 11375

 

(c)

Citizenship
Utah

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
477143 10 1

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

3

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

7,343,468*

 

(b)

Percent of class:   

7.2%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

7,343,468*

 

 

(ii)

Shared power to vote or to direct the vote    

None

 

 

(iii)

Sole power to dispose or to direct the disposition of   

7,343,468*

 

 

(iv)

Shared power to dispose or to direct the disposition of   

None

 

 

 

 

* The number of shares beneficially owned reflects the three-for-two split of the Issuer’s Common Stock on November 20, 2003.  The shares reported are held by Neeleman Holdings, L.C. David Neeleman, the Chief Executive Officer and Chairman of the board of directors of JetBlue Airways Corporation, is the managing member of Neeleman Holdings, L.C.

 

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   o.

 

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 or Control Person

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

 

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.

 

 

February 17, 2004

 

Date

 


/s/ David Neeleman

 

Signature

 


David Neeleman, Managing Member

 

Name/Title

 

5