SEC FORM 4

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

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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^*

Cooper Robert Hal

(Last)

(First)

(Middle)

8909 PURDUE ROAD

SUITE 300

(Street)

INDIANAPOLIS

46268

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REPUBLIC AIRWAYS HOLDINGS INC [ RJET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CFO, Treasurer, Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.001	03/02/2007		M		10,800	A	$13	20,208⁽²⁾	D
Common Stock, par value $.001	03/02/2007		S		10,800⁽¹⁾	D	$20	9,408	D
Common Stock,par value $.001	03/02/2007		M		1,200	A	$13	10,608⁽²⁾	D
Common Stock, par value $.001	03/02/2007		S		1,200⁽¹⁾	D	$20.01	9,408	D
Common Stock, par value $.001	03/06/2007		M		15,707	A	$13	25,115⁽²⁾	D
Common Stock, par value $.001	03/06/2007		S		15,707⁽¹⁾	D	$20	9,408	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to purchase Common Stock, par value $.001	$13	03/02/2007		M			12,000	⁽³⁾	12/27/2014	Common Stock, par value $.001	12,000	⁽⁴⁾	213,728	D
Option to purchase Common Stock, par value $.001	$13	03/06/2007		M			15,707	⁽³⁾	12/27/2014	Common Stock, par value $.001	15,707	⁽⁴⁾	198,021	D

Explanation of Responses:

1. These shares were sold pursuant to a written plan as specified in Rule 10b5-1(c) of the Securities Exchange Act of 1934. On December 27, 2004, the Company granted Mr. Cooper an option to purchase 135,960 shares of common stock, which became vested and exercisable in equal monthly installments over an eight month period from December 31, 2004 to July 31, 2005. This option became fully vested and exercisable on July 31, 2005. In addition, on December 27, 2004, the Company granted Mr. Cooper an option to purchase 120,000 shares of common stock, which vests and is exercisable in equal monthly installments over a two year period from August 31, 2005 to July 31, 2007. This option shall become fully vested and exercisable on July 31, 2007.

2. 9,408 of these shares vest in equal monthly installments over 12 months beginning July 31, 2007.

3. Of the 135,960 shares, they vested and became exercisable in equal monthly installments over an eight month period beginning on December 31, 2004 and ending on July 31, 2005. Of the 120,000 shares, they shall vest and become exercisable in equal monthly installments over a two year period beginning on August 31, 2005 and ending on July 31, 2007.

4. Not applicable.

	/s/ Robert H. Cooper	03/06/2007
	** 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).
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