SEC Form 4 · accession 0001683168-18-000367

DELTA AIR LINES, INC. · DAL

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

Reporting owner

Joanne D Smith

Officer — EVP & Chief HR Officer

Period of report

Feb 8, 2018

Accepted (ET)

Feb 9, 2018 · 6:08 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
Common Stock^F1	Feb 8, 2018	A	27,200	—	A	89,995	D
Common Stock^F2	Feb 8, 2018	F	12,730	$51.23	D	77,265	D
Common Stock^F3	Feb 8, 2018	A	18,060	—	A	95,325	D

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	$49.33	Feb 8, 2018	A	31,290	A	Feb 8, 2018	Feb 8, 2027	Common Stock	31,290	31,290	D

Explanation of responses

F1Settlement of performance awards granted under Delta's 2015 long-term incentive program which were earned effective February 8, 2018. 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 2015 long-term incentive 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 Ms. Smith 18,060 shares of restricted common stock under Delta's 2018 long-term incentive program. The shares will vest pursuant to the terms of the award agreement. 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 9, 2017, the Committee granted Ms. Smith an option to purchase 31,290 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 10,430 shares vested, and the option for the remaining 20,860 shares will vest in equal installments on February 1, 2019 and February 1, 2020. The performance criteria was certified by the Committee on February 8, 2018. 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).