SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Geraghty Joanna

(Last) (First) (Middle)
JETBLUE AIRWAYS
27-01 QUEENS PLAZA NORTH

(Street)
LONG ISLAND CITY NY 11101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JETBLUE AIRWAYS CORP [ JBLU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/11/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/11/2024 M 70,721 A (1) 334,818 D
Common Stock 04/11/2024 F 39,109(3) D $6.83 295,709 D
Common Stock 04/12/2024 A 16,219(4) A $0 311,928 D
Common Stock 04/12/2024 F 8,970(3) D $6.87 302,958 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 04/11/2024 M 70,721 (2) (2) Common Stock 70,721 (1) 141,443 D
Explanation of Responses:
1. Upon vesting, the Reporting Person is entitled to receive one share of common stock for each restricted stock unit.
2. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of April 11, 2023.
3. These shares were automatically withheld and returned to JetBlue to cover tax obligations upon RSU and PSU vesting, in accordance with JetBlue policy for all RSU and PSU vesting of RSU and PSU eligible employees in the United States.
4. Represents shares of JetBlue common stock earned by, and issued to, the Reporting Person upon vesting of Performance Share Units (2021 PSUs) granted on April 13, 2021, based on an absolute EBITDA goal (weighted 40%), an adjusted debt to cap ratio goal (weighted 40%) and an ESG performance index goal (weighted 20%), for the performance period from January 1, 2021 through December 31, 2023. Following the conclusion of the three year performance period, the Compensation Committee certified to the performance of JetBlue relative to these goals for the 2021 PSUs at 53.2%.
/s/ Dora Habachy, by POA from Joanna Geraghty 04/15/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.