SEC Form 4 · accession 0001683168-19-000289
DELTA AIR LINES, INC. · DAL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter W Carter
Officer — EVP and Chief Legal Officer
Period of report
Feb 6, 2019
Accepted (ET)
Feb 7, 2019 · 4:33 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 StockF1 | Feb 6, 2019 | A | 46,909 | — | A | 110,949 | D | |
| Common StockF2 | Feb 6, 2019 | F | 21,164 | $50.52 | D | 89,785 | D | |
| Common StockF3 | Feb 6, 2019 | A | 20,510 | — | A | 110,295 | 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 | $51.23 | Feb 6, 2019 | A | 51,580 | A | Feb 6, 2019 | Feb 6, 2028 | Common Stock | 51,580 | 51,580 | D |
Explanation of responses
- F1Settlement of performance awards granted under Delta's 2016 long-term incentive program which were earned effective February 6, 2019. 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 2016 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 Mr. Carter 20,510 shares of restricted common stock under Delta's 2019 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 8, 2018, the Committee granted Mr. Carter an option to purchase 51,580 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 17,194 shares vested, and the option for the remaining 34,386 shares will vest in equal installments on February 1, 2020 and February 1, 2021. The performance criteria was certified by the Committee on February 6, 2019. 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).