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^*

DELTA AIR LINES INC /DE/

(Last)

(First)

(Middle)

DEPARTMENT 981

P.O. BOX 20574

(Street)

ATLANTA

30320

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2004

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)

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)
Common Stock Warrant (Right to Buy)	$12.35	12/22/2004		J⁽¹⁾			675,000	06/02/2004⁽¹⁾	06/01/2014	Common Stock	675,000	⁽¹⁾	825,000	D
Common Stock Warrant (Right to Buy)	$12.35	12/22/2004		J⁽¹⁾			675,000	⁽¹⁾	06/02/2014	Common Stock	675,000	⁽¹⁾	825,000	D
Common Stock Warrant (Right to Buy)	$13	12/22/2004		J⁽¹⁾			324,000	⁽¹⁾	02/07/2013	Common Stock	324,000	⁽¹⁾	396,000	D
Common Stock Warrant (Right to Buy)	$12.35	12/22/2004		J⁽¹⁾			135,000	⁽¹⁾	10/01/2013	Common Stock	135,000	⁽¹⁾	165,000	D
Common Stock Warrant (Right to Buy)	$12.35	12/22/2004		J⁽¹⁾			216,000	⁽¹⁾	03/14/2004	Common Stock	216,000	⁽¹⁾	264,000	D
Common Stock Warrant (Right to Buy)	$11.6	12/22/2004		J⁽²⁾		960,000		12/22/2004⁽²⁾	12/22/2014	Common Stock	960,000	⁽²⁾	960,000	D

Explanation of Responses:

1. In connection with an amendment to a connection carrier agreement with Issuer and Chautauqua Airlines, Inc. (Chautauqua), a regional air carrier that is a subsidiary of the Issuer, Delta surrendered the right to purchase 45% of the shares of common stock of Issuer pursuant to the warrants that Delta held as of the date of such amendment. Delta surrendered a portion of these warrants in exchange for a reduction in Delta's costs under the connection carrier agreement. All of the existing warrants remain currently exercisable.

2. Delta received a new warrant to purchase 960,000 shares of the common stock of the Issuer in connection with entering into a new connection carrier agreement with Republic Airlines, Inc., another regional air carrier and a subsidiary of the Issuer. The new warrant was fully vested on the date of grant and expires on the tenth anniversary of the date of grant, subject to (a) 100% divestiture in the event that Delta and the Issuer fail to execute the new connection carrier agreement on or before January 14, 2005, (b) divestiture as to 1/16th of the shares subject to such warrant for each aircraft that is not placed into service under the new connection carrier agreement as a result of a bankruptcy filing by Delta, and (c) continued performance of Delta under the new connection carrier agreement.

Remarks:

	Delta Air Lines, Inc. By: Jan M. Davidson, Assistant Secretary	12/23/2004
	** Signature of Reporting Person	Date
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