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^*

DUNKERLEY MARK B

(Last)

(First)

(Middle)

C/O HAWAIIAN HOLDINGS, INC.

3375 KOAPAKA STREET, SUITE G-350

(Street)

HONOLULU

96819

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HAWAIIAN HOLDINGS INC [ HA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2010

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	05/25/2010		A		477,802⁽¹⁾	A	$0	890,596	D
Common Stock	05/25/2010		A		238,901⁽²⁾	A	$0	1,129,497	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)

Explanation of Responses:

1. Represents shares of restricted common stock that vest as to 12/41 of the covered shares on each of the first three annual anniversaries of the grant date and as to the final 5/41 of the covered shares on 11/7/2013, subject to achievement by the Issuer of pre-tax net profits, determined in accordance with U.S. generally accepted accounting principles, of at least $1,000,000 over any two consecutive fiscal quarters. In the event that the performance metric has not been achieved as of any vesting date, covered shares eligible to vest on that date shall still be eligible to vest and shall vest on the date, if any, upon which the performance metric has been fully achieved, so long as such date is not after 11/7/2013.

2. Represents shares of restricted common stock that vest as follows: (i) 12/41 of the shares on 5/25/2011 if the volume weighted average closing price (VWACP) of the Issuer's common stock equals/exceeds $7.70 per share over any 20 trading day period, (ii) 12/41 of the shares on 5/25/2012 if the VWACP of the Issuer's common stock equals/exceeds $8.40 per share over any 20 trading day period during 5/25/2011 to 5/25/2012, (iii) 12/41 of the shares on 5/25/2013 if the VWACP of the Issuer's common stock equals/exceeds $9.10 per share over any 20 trading day period during 5/25/2012 to 5/25/2013, and (iv) 5/41 of the shares on 11/7/2013 if the VWACP of the Issuer's common stock equals/exceeds $9.10 per share over any 20 trading day period during 5/25/2012 to 11/7/2013. If the target price is not achieved during any such year, but is later achieved for a 20 trading day period after such anniversaries of 5/25/2010 and prior to 11/7/2013, then such tranche of shares shall vest on such date.

	/s/ Peter R. Ingram, by power of attorney	05/27/2010
	** 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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