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*
MARTINEZ RANDY J
(Last) (First) (Middle)
HLH BUILDING
101 WORLD DRIVE
(Street)
PEACHTREE CITY GA 30269
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WORLD AIRWAYS INC /DE/ [ WLDA ] 		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)
05/19/2004
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)
Code V Amount (A) or (D) Price
Common Stock 05/19/2004 M 75,000 A $0.6875 111,252 D
Common Stock 05/19/2004 M 5,000 A $0.84 116,252 D
Common Stock 05/19/2004 S 52,000 D $3.02 64,252 D
Common Stock 05/19/2004 S 18,000 D $3 46,252 D
Common Stock 05/19/2004 S 10,000 D $3.01 36,252 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $0.6875 05/19/2004 M 75,000 (1) 10/29/2008 Common Stock 75,000 $0.6875 0 D
Employee Stock Options $0.84 05/19/2004 M 5,000 (2) 02/12/2011 Common Stock 5,000 $0.84 70,000 D
Employee Stock Option Right to Buy $1.25 (3) 04/06/2007 Common Stock 12,000 12,000 D
Employee Stock Option Right to Buy $1.6875 (4) 06/21/2007 Common Stock 25,000 25,000 D
Employee Stock Option Right to Buy $1.0938 (5) 08/08/2007 Common Stock 25,000 25,000 D
Employee Stock Option Right to Buy $0.9688 (6) 03/28/2008 Common Stock 38,000 38,000 D
Employee Stock Option Right to Buy $3.31 (7) 11/18/2011 Common Stock 50,000 50,000 D
Employee Stock Option Right to Buy $3.59 (8) 05/05/2012 Common Stock 150,000 150,000 D
Explanation of Responses:
1. 75,000 options were granted on October 30, 2000 and became exerciseable as follows: 7,500 vested immediately; 22,500 vested on October 29, 2001; 22,500 vested on October 29, 2002; and 22,500 vested on October 29, 2003.
2. 75,000 options were granted on February 13, 2003 and become exerciseable as follows: 7,500 vested immediately; 22,500 vested on February 13, 2004; 22,500 vest on February 13, 2005; and 22,500 vest on February 13, 2006.
3. For informational purposes; Mr. Martinez holds 12,000 options that were granted on 04/07/1999 that have all vested as of this date.
4. For informational purposes; Mr. Martinez holds 25,000 options that were granted on 06/22/1999 that have all vested as of this date.
5. For informational purposes; Mr. Martinez holds 25,000 options that were granted on 08/09/1999 that have all vested as of this date.
6. For informational purposes; Mr. Martinez holds 38,000 options that were granted on 03/29/2000 that have all vested as of this date.
7. For informational purposes; Mr. Martinez holds 50,000 options that were granted on 11/19/2003 that vest as follows: 5,000 are vested; 15,000 vest on November 19, 2004; 15,000 vest on November 19, 2005 and 15,000 vest on November 19, 2006.
8. For informational purposes, Mr. Martinez holds 150,000 options that were granted on May 6, 2004 that vest as follows: 15,000 are vested; 45,000 vest on May 6, 2005; 45,000 vest on May 6, 2006 and 45,000 vest on May 6, 2007.
Remarks:
Randy J. Martinez /s/ Cindy M. Swinson, Attorney in Fact 05/21/2004
** 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).
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