SEC Form 4 · accession 0001179110-15-002896

JETBLUE AIRWAYS CORP · JBLU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Dave Barger

Officer — Chief Executive Officer · Director

Period of report

Nov 11, 2014

Accepted (ET)

Feb 18, 2015 · 8:24 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001158463

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F3	Feb 13, 2015	M	60,435	—	A	845,023	D
Common Stock^F7	Feb 13, 2015	F	32,315	$16.83	D	812,708	D
Common Stock^F3	Feb 13, 2015	M	90,580	—	A	903,288	D
Common Stock^F7	Feb 13, 2015	F	41,981	$16.83	D	861,307	D
Common Stock^F3	Feb 13, 2015	M	88,880	—	A	950,187	D
Common Stock^F7	Feb 13, 2015	F	49,613	$16.83	D	900,574	D
Common Stock^F9	Feb 17, 2015	S	10,000	$16.8584	D	890,574	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F1,F2,F3	—	Nov 11, 2014	F	9,644	D	—	—	Common Stock	9,644	451,347	D
Restricted Stock Units^F3,F4	—	Feb 13, 2015	D	60,435	D	—	—	Common Stock	60,435	390,912	D
Restricted Stock Units^F3,F5	—	Feb 13, 2015	D	90,580	D	—	—	Common Stock	90,580	300,332	D
Restricted Stock Units^F3,F6	—	Feb 13, 2015	D	88,880	D	—	—	Common Stock	88,880	211,452	D

Explanation of responses

F1Represents 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.
F2Represents the closing market price of Company common stock on November 11, 2014.
F3Upon vesting, Reporting Person is entitled to receive one share of common stock for each restricted stock unit.
F4The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2014.
F5The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2013.
F6The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 14, 2012.
F7These 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.
F8These 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.
F9The 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.