SEC Form 4 · accession 0001019687-15-000481

DELTA AIR LINES, INC. · DAL

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

Reporting owner

Richard H Anderson

Officer — Chief Executive Officer · Director

Period of report

Feb 5, 2015

Accepted (ET)

Feb 9, 2015 · 4:29 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000027904

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Feb 5, 2015	A	41,396	—	A	665,481	D
Common Stock^F2	Feb 5, 2015	F	20,030	$46.14	D	645,451	D
Common Stock^F3	Feb 5, 2015	A	83,090	—	A	728,541	D
Common Stock	holding	—	—		—	276,119	I	By Wife

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F4	$30.89	Feb 5, 2015	A	252,700	A	Feb 5, 2015	Feb 5, 2024	Common Stock	252,700	252,700	D

Explanation of responses

F1Settlement of performance awards granted under Delta's transition award program which were earned effective February 5, 2015. The grant of the performance awards was approved by the Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3(d).
F2Shares withheld for payment of tax liability upon settlement of the performance awards earned under Delta's transition award program. This withholding was approved by the Committee and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rules 16b-3(d)(1) and 16b-3(e).
F3The Committee granted Mr. Anderson 83,090 shares of restricted common stock under Delta's 2015 long-term incentive program. Subject to the terms of the award, the restrictions on the shares will lapse in three equal annual installments on February 1, 2016, 2017 and 2018. Until the restrictions lapse, Mr. Anderson may not sell or transfer the shares, which will be subject to forfeiture in certain circumstances. This grant was approved by the Committee and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3(d).
F4On February 6, 2014, the Committee granted Mr. Anderson an option to purchase 252,700 shares of common stock. The option vests based on Delta's satisfaction of certain performance criteria. Because the performance criteria were met, the option as to 84,234 shares vested, and the option for the remaining 168,466 shares will vest in equal installments on February 1, 2016 and February 1, 2017. The performance criteria was certified by the Committee on February 5, 2015. This grant was approved by the Committee and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3(d).