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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
HAWAIIAN HOLDINGS INC [ HA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 02/21/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 02/21/2012 | M | 16,667 | A | $0 | 51,816 | D | |||
Common Stock | 02/21/2012 | F | 5,725(1) | D | $5.71 | 46,091 | D | |||
Common Stock | 02/21/2012 | M | 40,000 | A | $3.45 | 86,091 | D | |||
Common Stock | 02/21/2012 | M | 60,000 | A | $5.2 | 146,091 | D | |||
Common Stock | 02/21/2012 | S | 100,000 | D | $5.7653(2) | 46,091 | 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 | ||||||||
Deferred Stock Units | (3) | 02/21/2012 | M | 16,667 | (4) | (4) | Common Stock | 16,667 | $0 | 8,333 | D | ||||
Options | $3.45 | 02/21/2012 | M | 40,000 | (5) | 08/29/2017 | Common Stock | 40,000 | $0 | 0 | D | ||||
Options | $5.2 | 02/21/2012 | M | 60,000 | (6) | 02/28/2013 | Common Stock | 60,000 | $0 | 0 | D |
Explanation of Responses: |
1. Represents shares of Common Stock retained by Hawaiian Holdings, Inc. for tax withholding purposes in connection with the distribution of shares of Common Stock. |
2. The reported price is a weighted average sale price for multiple sale transactions ranging from a low sale price of $5.70 to a high sale price of $5.885. The Reporting Person undertakes to provide full information regarding the number of shares sold at each separate price upon request from the staff of the Securities and Exchange Commission, the Issuer or a stockholder of the Issuer. |
3. Each DSU represented a contingent right to receive one share of HA common stock. |
4. The reported DSU's vested in three equal installments on February 20, 2010, February 20, 2011 and February 20, 2012 and the shares of common stock underlying such DSU's were distributed on February 21, 2012. |
5. The options were granted on August 29, 2007 and vested at a rate of 33 1/3% per year beginning on the first anniversary of the date of grant. |
6. The options were granted on February 29, 2008 and vested at a rate of 33 1/3% per year beginning on the first anniversary of the date of grant. |
/s/ Hoyt Zia, by power of attorney | 02/23/2012 | |
** 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 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). | ||
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. |