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*
Liew Roger
(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, CTO
3. Date of Earliest Transaction (Month/Day/Year)
09/17/2015
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 09/17/2015 D(1) 267,871 D $12 0 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)(2) $5.86 09/17/2015 D(3) 100,000 (4) 12/07/2017 Common Stock 100,000 $0 0 D
Restricted Stock Units(2) (5) 09/17/2015 D(6) 22,500 (7) 02/20/2017 Common Stock 22,500 $0 0 D
Restricted Stock Units(2) (5) 09/17/2015 D(6) 19,302 (8) 03/04/2018 Common Stock 19,302 $0 0 D
Restricted Stock Units(2) (5) 09/17/2015 D(6) 61,240 (9) 09/17/2018 Common Stock 61,240 $0 0 D
Performance-based Restricted Stock Units(2) (5) 09/17/2015 D(6) 40,000 (10) 06/12/2016 Common Stock 40,000 $0 0 D
Performance-based Restricted Stock Units(2) (5) 09/17/2015 D(6) 67,500 (11) 02/20/2017 Common Stock 67,500 $0 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger by and among Expedia, Inc., Xeta, Inc. and Orbitz Worldwide, Inc. (the "Company") dated as of February 12, 2015 (the "Merger Agreement").
2. Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended.
3. Cancelled pursuant to the Merger Agreement in exchange for an amount in cash per share equal to the excess of $12.00 over the exercise price per share of the options.
4. The stock options vested in four equal installments on each of December 7, 2011, December 7, 2012, December 7, 2013 and December 7, 2014.
5. Each unit represents a right to receive, in the sole discretion of the Board of Directors of the Company, either (i) one share of the Company's common stock as of the vesting date, or (ii) cash equal to the fair market value of one share of the Company's common stock as of the vesting date.
6. Disposed of pursuant to the Merger Agreement in exchange for shares of Expedia common stock calculated by multiplying the number of shares of the Company's common stock by the quotient obtained by dividing $12.00 by the volume-weighted average price for Expedia common stock for the 30 trading days prior to the closing date.
7. The restricted stock units ("RSUs") vest in four equal installments on each of February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017.
8. The RSUs vest in four equal installments on each of March 4, 2015, March 4, 2016, March 4, 2017 and March 4, 2018.
9. The RSUs vest in four equal installments on each of September 17, 2015, September 17, 2016, September 17, 2017 and September 17, 2018.
10. The performance-based restricted stock units ("PSUs") vest in four equal installments on each of June 12, 2013, June 12, 2014, June 12, 2015 and June 12, 2016.
11. The PSUs were granted in satisfaction of the performance requirement and vest in four equal installments on each of February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017.
Remarks:
/s/ James F. Rogers, Attorney-in-fact for Roger Liew 09/17/2015
** 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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