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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (3) | 11/11/2014 | F | 9,644 (1) | (3) | (3) | Common Stock | 9,644 | $ 12.96 (2) | 451,347 | D | ||||
Restricted Stock Units | (3) | 02/13/2015 | D | 60,435 | (4) | (4) | Common Stock | 60,435 | (3) | 390,912 | D | ||||
Restricted Stock Units | (3) | 02/13/2015 | D | 90,580 | (5) | (5) | Common Stock | 90,580 | (3) | 300,332 | D | ||||
Restricted Stock Units | (3) | 02/13/2015 | D | 88,880 | (6) | (6) | Common Stock | 88,880 | (3) | 211,452 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BARGER DAVE JETBLUE AIRWAYS CORPORATION 27-01 QUEENS PLAZA NORTH LONG ISLAND CITY, NY 11101 |
X | Chief Executive Officer |
/s/ Eileen McCarthy by power of attorney for David J. Barger | 02/18/2015 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents shares withheld by the Company, as permitted under the JetBlue 2011 Incentive Compensation Plan (the "Plan"), to satisfy the Reporting Person's tax withholding obligation in connection with the vesting upon retirement eligibility of the Reporting Person on November 11, 2014 of certain restricted stock units previously awarded to the Reporting Person, as permitted under the Plan. There was no open market sale of shares by the Reporting Person. |
(2) | Represents the closing market price of Company common stock on November 11, 2014. |
(3) | Upon vesting, Reporting Person is entitled to receive one share of common stock for each restricted stock unit. |
(4) | The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2014. |
(5) | The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2013. |
(6) | The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 14, 2012. |
(7) | These shares were automatically withheld and returned to JetBlue to cover tax obligations upon RSU vesting, in accordance with JetBlue policy for all RSU vesting of RSU eligible employees in the United States. |
(8) | These shares were sold in compliance with a qualified selling plan adopted by the reporting person pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. |
(9) | The range of prices for the transactions reported were from $16.73 to $17.07. The reporting person will provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price. |