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*
Fulton Samuel M

(Last) (First) (Middle)
C/O ORBITZ WORLDWIDE, INC.
500 W. MADISON STREET, SUITE 1000

(Street)
CHICAGO IL 60661

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Orbitz Worldwide, Inc. [ OWW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Global Product Strategy
3. Date of Earliest Transaction (Month/Day/Year)
06/28/2013
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 06/28/2013 S 34,649 D $7.83(1) 73,572 D
Common Stock 06/28/2013 M 4,573 A $5.22 78,145 D
Common Stock 06/28/2013 S 4,573 D $7.707(2) 73,572 D
Common Stock 06/28/2013 M 60,000 A $4.9 133,572 D
Common Stock 06/28/2013 S 60,000 D $7.995(3) 73,572 D
Common Stock 06/28/2013 M 25,000 A $6.28 98,572 D
Common Stock 06/28/2013 S 25,000 D $7.777(4) 73,572 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 Options (Right to Buy)(5) $5.22 06/28/2013 M 4,573 (6) 07/18/2017 Common Stock 4,573 $5.22 0 D
Employee Stock Options (Right to Buy)(5) $4.9 06/28/2013 M 60,000 (7) 06/02/2017 Common Stock 60,000 $4.9 20,000 D
Employee Stock Options (Right to Buy)(5) $6.28 06/28/2013 M 25,000 (8) 06/19/2013 Common Stock 25,000 $6.28 0 D
Explanation of Responses:
1. Shares were sold in a series of transactions within the same trading day at prices ranging from $7.700 to $8.160. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.
2. Shares were sold in a series of transactions within the same trading day at prices ranging from $7.700 to $7.715. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.
3. Shares were sold in a series of transactions within the same trading day at prices ranging from $7.860 to $8.100. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.
4. Shares were sold in a series of transactions within the same trading day at prices ranging from $7.730 to $7.852. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.
5. Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended.
6. On May 28, 2010, Orbitz Worldwide, Inc. (the "Company") accepted for tender and canceled, pursuant to a stock option exchange program, an option to purchase 13,318 shares of the Company's common stock at an exercise price of $15 per share that had been granted to the reporting person on July 18, 2007. In exchange, the reporting person received a new stock option to purchase 4,573 shares of the Company's common stock at an exercise price of $5.22 per share. The stock options vested in four equal installments on July 18, 2008, 2009, 2010 and 2011. The portion of the stock option that was vested as of May 28, 2010 cannot be exercised until on or after November 28, 2010 pursuant to the terms of the stock option exchange program.
7. The stock options vest in four equal installments on June 2, 2011, 2012, 2013 and 2014.
8. The stock options vested in four equal installments on June 19, 2009, 2010, 2011 and 2012.
Remarks:
/s/ James F. Rogers, Attorney-in-fact for Samuel M. Fulton 07/01/2013
** 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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