SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Powers Mark D

(Last)

(First)

(Middle)

C/O JETBLUE AIRWAYS CORPORATION

27-01 QUEENS PLAZA NORTH

(Street)

LONG ISLAND CITY

11101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2011

3. Issuer Name and Ticker or Trading Symbol
JETBLUE AIRWAYS CORP [ JBLU ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	77,429	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Purchase)	08/16/2007⁽¹⁾	08/16/2016	Common Stock	9,000	$10.365	D
Stock Option (Right to Purchase)	08/15/2008⁽²⁾	08/15/2017	Common Stock	9,000	$9.025	D
Stock Option (Right to Purchase)	11/14/2008⁽³⁾	11/14/2017	Common Stock	13,500	$7.79	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	13,797	⁽⁴⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	23,764	⁽⁴⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	3,961	⁽⁴⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	41,459	⁽⁴⁾	D

Explanation of Responses:

1. The option vests in equal annual installments over a three year period measured from the vesting commencement date of August 16, 2006.

2. The option vests in equal annual installments over a three year period measured from the vesting commencement date of August 15, 2007.

3. The option vests in equal annual installments over a three year period measured from the vesting commencement date of November 14, 2007.

4. Upon vesting, Reporting Person is entitled to receive one share of common stock for each restricted stock unit.

5. The restricted stock units vest in equal installments over a three year period measured from the vesting commencement date of February 19, 2009.

6. The restricted stock units vest in equal installments over a three year period measured from the vesting commencement date of February 18, 2010.

7. The restricted stock units vest in equal installments over a three year period measured from the vesting commencement date of February 16, 2011.

	/s/ Mark D. Powers	03/08/2012
	** 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 5 (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.