SC 13D

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

Under the Securities Exchange Act of 1934

Hawaiian Holdings, Inc.

(Name of Issuer)

Common Stock ($.01 par value)

(Title of Class of Securities)

419879101

(CUSIP NUMBER)

Zac Hirzel

3963 Maple Avenue, Suite 170

Dallas, TX 75219

(214) 999-0014

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

- with copies to -

Burke A. McDavid

Akin, Gump, Strauss, Hauer & Feld, L.L.P.

1700 Pacific Avenue, Suite 4100

Dallas, Texas 75201-4618

(214) 969-2800

October 8, 2013

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  x.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 419879101 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hirzel Capital Management LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF/OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,631,217
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,631,217
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,631,217
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8%
14	TYPE OF REPORTING PERSON* IA, OO

* SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 419879101 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zac S. Hirzel
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* AF/OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,631,217
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,631,217
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,631,217
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8%
14	TYPE OF REPORTING PERSON* HC, IN

* SEE INSTRUCTIONS BEFORE FILLING OUT

CUSIP No. 419879101 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Hirzel Capital Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 4,739,443
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 4,739,443
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,739,443
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.1%
14	TYPE OF REPORTING PERSON* PN

* SEE INSTRUCTIONS BEFORE FILLING OUT

SCHEDULE 13D

This Schedule 13D (this “Schedule 13D”) is being filed on behalf of Hirzel Capital Management, LLC, a Texas limited liability company (“Hirzel Capital”), Hirzel Capital Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Fund”), and Mr. Zac S. Hirzel, the principal of Hirzel Capital, relating to Common Stock ($.01 par value) (the “Common Stock”) of Hawaiian Holdings, Inc., a Delaware corporation (the “Issuer”).

This Schedule 13D relates to Common Stock of the Issuer purchased by the Fund and the accounts of certain other private funds (collectively, the “Hirzel Accounts”). The Fund may direct the vote and disposition of the 4,739,443 shares of Common Stock that it holds directly. Hirzel Capital serves as the general partner or managing member of the Hirzel Accounts and may direct the vote and disposition of the 5,631,217 shares of Common Stock held by the Hirzel Accounts. As the principal of Hirzel Capital, Mr. Hirzel may direct the vote and disposition of the 5,631,217 shares of Common Stock held by the Hirzel Accounts.

The Common Stock held by the Reporting Persons (as defined below) reported on this Schedule 13D were previously reported on a Schedule 13G filed with the Securities Exchange Commission on April 11, 2013.

Item 1. Security and Issuer

Securities acquired: Common Stock ($.01 par value) (the “Common Stock”).

Issuer:   Hawaiian Holdings, Inc.

3375 Koapaka Street

Suite G-350

Honolulu, Hawaii 96819

Item 2. Identity and Background

(a) This Schedule 13D is jointly filed by Hirzel Capital, the Fund and Mr. Zac S. Hirzel. Because Mr. Hirzel is the principal of Hirzel Capital (with Mr. Hirzel and Hirzel Capital hereinafter referred to as the “Control Persons”), the Control Persons may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”), to be the beneficial owners of all of the shares of Common Stock held by the Hirzel Accounts. The Control Persons are filing this Schedule 13D jointly with the Fund (collectively, the “Reporting Persons”), as they may be considered a “group” under Section 13(d)(3) of the Act. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that such a group exists.

(b) The principal place of business for each of the Reporting Persons is 3963 Maple Avenue, Suite 170, Dallas, TX 75219.

(c) The principal occupation of Mr. Hirzel is serving as the principal of Hirzel Capital. The principal business of Hirzel Capital is acting as the investment adviser to the Hirzel Accounts. The principal business of the Fund is investments.

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Hirzel Capital is organized under the laws of the State of Texas. The Fund is organized under the laws of the Cayman Islands. Mr. Hirzel is a citizen of the United States of America.

Item 3. Source and Amount of Funds

As of October 9, 2013, the Hirzel Accounts had invested $33,568,971 (inclusive of brokerage commissions) in the Common Stock of the Issuer. The source of these funds was the working capital of the Hirzel Accounts.

Item 4. Purpose of the Transaction

The Control Persons have acquired a position in the Issuer for the Hirzel Accounts and are seeking representation on the board of directors of the Issuer. The Control Persons communicated an initial interest in joining the board of directors of the Issuer pursuant to a letter to the board of directors regarding the qualifications of Mr. Hirzel dated May 11, 2013, and subsequent discussions with management. The Control Persons purchased the Common Stock for the Hirzel Accounts based on the belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity. Although the Reporting Persons have no specific plan or proposal to acquire or dispose of the Common Stock, consistent with their investment purpose, the Reporting Persons at any time and from time to time may acquire additional shares of Common Stock or dispose of any or all of their shares of Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons and/or other investment considerations.

The purpose of the acquisition of the Common Stock was for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives or regulators of the Issuer regarding the Issuer, including, but not limited to, requesting one or more seats on the board of directors of the Issuer and the Issuer’s operations. The Reporting Persons may discuss ideas that, if effected, may result in any of the following: the appointment to the board of directors of the Issuer, the acquisition by persons of additional shares of Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer and/or changes in the board of directors or management of the Issuer.

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of the Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

(a) The aggregate percentage of Common Stock reported to be owned by the Reporting Persons is based upon 52,134,740 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as of July 19, 2013, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on July 25, 2013.

The Fund may be deemed to beneficially own the 4,739,443 shares of Common Stock that it owns directly, representing approximately 9.1% of the issued and outstanding shares of Common Stock of the Issuer

Hirzel Capital, as the as the general partner or managing member of the Hirzel Accounts, may be deemed to beneficially own the 5,631,217 shares of Common Stock held by the Hirzel Accounts, representing approximately 10.8% of the issued and outstanding shares of Common Stock of the Issuer.

In addition, Mr. Hirzel, as the principal of Hirzel Capital, the general partner or managing member of the Hirzel Accounts, may also be deemed to beneficially own the 5,631,217 shares of Common Stock beneficially owned by the Hirzel Accounts, representing approximately 10.8% of the issued and outstanding shares of Common Stock of the Issuer.

Hirzel Capital and Mr. Hirzel disclaim beneficial ownership of the Common Stock held by the Hirzel Accounts except to the extent of their pecuniary interest therein.

(b) The Fund has the sole power to vote and dispose of the Common Stock that it holds directly reported in this Schedule 13D.

Hirzel Capital and Mr. Hirzel have the shared power to vote and dispose of the Common Stock owned by the Hirzel Accounts reported in this Schedule 13D.

The filing of this Schedule 13D shall not be construed as admission that Hirzel Capital or Mr. Hirzel is, for the purposes of Section 13(d) or 13(g) of the Act, or otherwise, the beneficial owner of any of the 5,631,217 shares of Common Stock owned by the Hirzel Accounts. Pursuant to Rule 13d-4, Hirzel Capital and Mr. Hirzel disclaim all such beneficial ownership.

(c) Annex A attached hereto lists all transactions in the Common Stock during the past sixty (60) days by the Reporting Persons. The transactions in the Common Stock were effected in the open market.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The responses to Item 4 are incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit 99.1	Joint Filing Agreement by and between Hirzel Capital, Mr. Hirzel and the Fund dated October 10, 2013.
Exhibit 99.2	Letter from the Control Persons to the Board of Directors of the Issuer dated May 11, 2013.

Signatures

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 10, 2013

HIRZEL CAPITAL MANAGEMENT, LLC
By:	/s/ Zac S. Hirzel
	Zac S. Hirzel
	President
HIRZEL CAPITAL MASTER FUND, L.P.
By: Hirzel Capital Management, LLC, its general partner
By:	/s/ Zac S. Hirzel
	Zac S. Hirzel
	President
/s/ Zac S. Hirzel
Zac S. Hirzel

ANNEX A

Date	Shares Purchased/ (Sold)		Price Per Share		Total Cost
8/30/2013		23,600	$	7.0267	$	165,948.12
9/3/2013		14,000	$	7.0020	$	98,098.00
9/6/2013		30,500	$	7.1234	$	217,568.70
9/6/2013		5,100	$	7.1264	$	36,370.64
9/9/2013		7,500	$	7.1300	$	53,550.00
10/8/2013		150,000	$	7.4000	$	1,111,500.00
10/9/2013		340,000	$	7.4147	$	2,524,398.00

EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) (1) (iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated May 14, 2013 (including amendments thereto) with respect to the Common Stock ($.01 par value) of Hawaiian Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: October 10, 2013

HIRZEL CAPITAL MANAGEMENT, LLC
By:	/s/ Zac S. Hirzel
	Zac S. Hirzel
	President
HIRZEL CAPITAL MASTER FUND, L.P.
By: Hirzel Capital Management, LLC, its general partner
By:	/s/ Zac S. Hirzel
	Zac S. Hirzel
	President
/s/ Zac S. Hirzel
Zac S. Hirzel

EX-99.2

Exhibit 99.2

HIRZEL CAPITAL MANAGEMENT, LLC
3963 Maple Ave. | Suite 170 | Dallas, TX 75201	Telephone: (214) 999-0014

Governance and Nominating Committee

c/o Secretary, Hawaiian Holdings, Inc.

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

Dear Members of the Governance and Nominating Committee:

I am writing to express my desire to join the Board of Directors for Hawaiian Holdings, Inc. I believe my skills would complement the current strengths of the Board and management team, as outlined below. I have spent my career studying and investing in companies, with many notable achievements along the way. As an investment, Hawaiian offers an intriguing opportunity given my thoughts on the future environment. It is also an important time for the company with the ongoing expansion into Asia and the changing environment in the capital markets. Each will be critical for future prosperity and are areas where I believe my expertise would be helpful.

MANAGEMENT AND LEADERSHIP EXPERIENCE

I currently lead a team of eight senior executives at Hirzel Capital, which is one of the most successful funds in the country. We have consistently provided returns of 20% annually to investors while taking far less risk than most other funds. I created a team of investors, board members and analysts who have worked together over the past five years to grow the firm and achieve our clients’ goals. We now have over 100 partners and $500 million in assets with almost no turnover. Many of our investors are some of the country’s most successful businessmen, whose knowledge and experiences I am able to draw from. I have a reputation of being grateful and honest as many investors choose someone they like and trust, even before investment performance is considered. Our firm holds the highest regard for ethical and fiduciary standards, which is as much personal as it is professional. I believe these traits transfer to my other endeavors and would serve the Board of Hawaiian Holdings as well.

I am very involved in the Dallas community with substantial involvement in four non-profits. I graduated with an MBA from the Cox School of Business at Southern Methodist University. In addition to serving on the Advisory Board for the Alternative Asset Management Center, I help teach an investment class each semester with my SMU mentor who took an interest in my development when I attended school. I now return the favor as I am a mentor to young BBA students. I have also been involved in the Dallas Museum of Art for nine years, and have worked to develop the Junior Associates Circle as a leader on the steering committee. I have been on the host committee of the Great Investors’ Best Ideas Foundation, which seeks to raise awareness for the Michael J. Fox Foundation for Parkinson’s Research, since it was founded in 2008. One of my business mentors, with whom I shared an office with, has Parkinson’s disease and founded this charity. My wife and I help organize the annual event that raises over $1 million each year to fund programs with the best chance of finding a cure for the disease. Finally, I have been working over the past year on the Methodist Dallas Hospital BrightER capital campaign committee to ensure the city of Dallas has the trauma and medical infrastructure required to handle its population growth. We are raising $20 million of private donations to help construct a new hospital later this year to serve as one of three Dallas hospitals able to care for lower income patients who visit the emergency room and need the additional care provided by a trauma center.

SKILLED AND DIVERSE BACKGROUND

My most notable achievement in business has been leading an investment company after a distinguished career working in New York and Dallas in the investment business. In early 2008, several of the most prominent investors in Dallas and one of the most distinguished businessmen in Texas helped launch Hirzel Capital based on my reputation and the investment acumen I had learned from a well-known investor. Our firm’s investment process looks beyond the current reported financials toward potential fundamentals assuming excellence in all areas of the business. Many investments emanate from instances where managers make long-term focused investments back into the business that may cause the short-term reported financials to be less then optimal. However, we have found that great managers tend to focus on returns on capital regardless of whether that capital shows up as short-term expenses. Our approach is to dig deeper to understand each business and find areas where these investments will lead to strong future fundamentals or to find instances where GAAP accounting isn’t a good representation of the economic earnings. In instances where execution is critical or where we have particular expertise, we offer any help we can to maximize the potential of the company. We have a talented team of people at Hirzel Capital with backgrounds in an array of sectors including management consulting, legal, private equity, investment banking, investment management and industry, as well as relationships with individuals I have built over the years.

LONG-TERM INTEREST IN HAWAIIAN

I wanted to provide some rationale for my interest in Hawaiian Holdings as a long-term investment. Four main reasons are outlined below.

First, I believe the company has a great franchise with well-established operations for inter- island and mainland-to-Hawaii flights. These segments have existed for a long time and, while performance changes with industry capacity decisions and macroeconomic factors, we believe they are on very solid footing for the long run.

Second, Asia is a big opportunity and I admire the company’s efforts in this area so far. We study the Asian economies very closely as the growing wealth there and their increased integration into global trade continues to drive global growth and affect companies around the world. In the past we have made several investments there. However, we have found that we can make investments in the United States that get the benefit of the growing middle class in Asia, but where we can also get to know the companies and management teams better. As it relates to Hawaiian, we know of the challenges in dealing with various cultures and government bodies, but we also believe that it will be worth the effort even if it isn’t immediately visible. China is likely to be the biggest opportunity, but will also likely be the most challenging due to its current booking system, Visa restrictions, and governance.

Third, I believe that fuel prices will decline relative to wages throughout the rest of the decade. I have a background in energy as my family has a small energy firm from a previous generation. Oil prices have risen due to China’s rapid expansion, not only in terms of real economic growth, but growth in its monetary supply as well after devaluing its currency in the 90s. Since the Renminbi is no longer undervalued relative to the dollar after this expansion, I believe this practice is ending and China will soon float its currency. The other major reason for currently high oil prices is that most capital drilling programs for oil were halted for a decade or more until the mid 2000s. With higher prices recently, this problem is going away as the rig count for oil has increased many times over during the past few years.

Fourth, from a financial perspective, I believe investors have a bias against airlines that I think will naturally lessen over time and can be mitigated in the current environment. Investors currently favor companies with highly predictable earnings that pay dividends, as the yield compares favorably to bank deposits or bond yields. Investors do not generally favor companies like Hawaiian with the potential for volatile earnings. As we have seen many times before, periods of oversupply in airline capacity combined with high fixed costs lead to severe earnings volatility. Historically, as the population growth exceeded industry expansion, times were flush and airlines expanded due to expectations of unsustainably high margins. With current lower population growth in the US leading to more consolidation rather than expansion, I believe industry supply changes will be more modest and predictable. This should lead to more stable earnings over time. Another bias is that airlines nearly always receive lower valuations in inflationary environments since depreciation tends to under-report required replacement capital expenditures based on the nature of GAAP accounting with a fixed depreciation schedule. I believe the inflationary environment for commodities has largely run its course. Therefore, the cost of planes in the future shouldn’t outpace general inflation or wages, so future capital expenditures or lease payments to replace planes shouldn’t be as costly on a relative basis. In the current environment of a savings glut with highly liquid markets and more sophistication in credit vehicles, lower lease and interest rates for financing planes should further lower this cost. With the proliferation of globalization, wealth concentration, financial repression and tax law changes, planning at Hawaiian to accommodate investors’ plunging cost of capital and preferences to match these circumstances can be very valuable in the future. Airlines are particularly interesting because investors’ returns are comprised of a very consistent returning asset (airplanes) and a very inconsistent income stream in franchise earnings due to airlines’ high fixed cost structure. Therefore, it is important to also have appropriate equity investors that embrace the nature of earnings volatility with a longer term view toward wealth creation.

COMMITMENT TO THE HAWAIIAN HOLDINGS BOARD OF DIRECTORS AND SHAREHOLDERS

On behalf of Hirzel Capital, as the largest shareholder in Hawaiian Holdings, I am committed to being a strong member of the Hawaiian Holdings Board of Directors. This summer, our firm will further limit new investments by not taking new investors beyond the current ones in order to focus on our current portfolio. I am personally and professionally focused on seeing Hawaiian remain a strong franchise and to help it make breakthroughs to consistently enhance its value. I am dedicated to serving the interests of the stockholders and look forward to bringing my skills, interests and qualifications to the board for years to come.

Thank you for your interest and time. I hope this letter serves to confirm that I would be a valuable addition to the Board in its continuing efforts to lead Hawaiian. I have attached my resume for your information. In addition, I could arrange for you to speak to any of our partners or many others as a reference to my integrity and reputation.

Regards,

Zac Hirzel, CFA

cc: Mr. Mark B. Dunkerley, President & Chief Executive Officer