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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
REPUBLIC AIRWAYS HOLDINGS INC [ RJET ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
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 | |
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. |