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^*

MCCLELLAND JEFFREY D

(Last)

(First)

(Middle)

111 W. RIO SALADO PARKWAY

(Street)

TEMPE

85281

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICA WEST HOLDINGS CORP [ AWA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP & COO

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2005

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)
Class B Common Stock	09/27/2005		D		20,000	D	⁽¹⁾	0	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)
Stock Option (Right to Buy)	$2.65	09/27/2005		D			50,000	⁽²⁾	04/08/2013	Class B Common Stock	50,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$18.75	09/27/2005		D			85,000	⁽²⁾	08/16/2000	Class B Common Stock	85,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$20.5	09/27/2005		D			15,500	⁽²⁾	12/14/2009	Class B Common Stock	15,500	⁽²⁾	0	D
Stock Option (Right to Buy)	$10.8125	09/27/2005		D			22,000	⁽²⁾	12/13/2010	Class B Common Stock	22,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$3.8	09/27/2005		D			53,338	⁽²⁾	01/23/2012	Class B Common Stock	53,338	⁽²⁾	0	D
Stock Option (Right to Buy)	$10.75	09/27/2005		D			70,000	⁽²⁾	10/07/2013	Class B Common Stock	70,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$10.56	09/27/2005		D			100,000	⁽²⁾	02/24/2014	Class B Common Stock	100,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$10.56	09/27/2005		D			86,000	⁽²⁾	02/24/2014	Class B Common Stock	86,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$8.39	09/27/2005		D			100,000	⁽²⁾	03/22/2014	Class B Common Stock	100,000	⁽²⁾	0	D
Stock Option (Right to Buy)	$5.13	09/27/2005		D			100,000	⁽²⁾	03/09/2015	Class B Common Stock	100,000	⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to a merger agreement among the Issuer, US Airways Group, Inc. ("USAir") and Barbell Acquisitions Corp. in exchange for 0.4125 shares of USAir Common Stock for every 1 share of Issuer's Class B Common Stock having a market value of $19.30 per share on the effective date of the merger.

2. This option was assumed by USAir in the merger and replaced with a fully vested option to purchase 0.4125 shares of USAir Common Stock for every 1 shares of Issuer's Class B Common Stock at a per share exercise price equal to the exercise price set forth above divided by 0.4125.

Remarks:

	Patricia A. Penwell as Attorney-in-Fact for Jeffrey D. McClelland	09/28/2005
	** 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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