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*
Greenthal Jill A

(Last) (First) (Middle)
C/O ORBITZ WORLDWIDE, INC.
500 WEST 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2010
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 01/26/2010 P(1) 9,025,271 A $5.54 55,046,598 I See footnote(2)(3)
Common Stock 88,506.2966(4) 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
Explanation of Responses:
1. In connection with a Stock Purchase Agreement dated November 4, 2009 between Orbitz Worldwide, Inc. (the "Company") and Travelport Limited, the shares reported as acquired on this Form 4 were acquired by TDS Investor (Luxembourg) S.a.r.l. ("Luxco") for $50,000,001.34 in cash. No shares of the Company were acquired on the open market.
2. TDS Investor (Cayman) L.P. ("TDS Cayman") indirectly owns Luxco. TDS Investor (Cayman) GP Ltd. ("TDS Cayman GP") is the general partner of TDS Cayman. Blackstone Capital Partners (Cayman) V L.P., Blackstone Capital Partners (Cayman) V-A L.P., BCP (Cayman) V-S L.P. and BCP V Co-Investors (Cayman) L.P. (collectively, the "BCP Funds"), Blackstone Family Investment Partnership (Cayman) V L.P. and Blackstone Participation Partnership (Cayman) V L.P. (collectively, the "Blackstone Funds") and Blackstone Family Investment Partnership (Cayman) V-SMD L.P. collectively have voting control over TDS Cayman GP and collectively have investment and voting control over the shares that that are indirectly owned by TDS Cayman. Blackstone Management Associates (Cayman) V L.P. ("BMA") is a general partner of each of the BCP Funds. Blackstone LR Associates (Cayman) V Ltd. is a general partner of BMA and each of the Blackstone Funds.
3. As the general partner of each of the BCP Funds, BMA may be deemed to be the beneficial owner of such shares. As a general partner of the Blackstone Funds and BMA, BLRA may also be deemed to be a beneficial owner of such shares. Ms. Greenthal is employed by affiliates of BLRA. Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, Ms. Greenthal herein states that this filing shall not be deemed an admission that she is the beneficial owner of any of such shares. Ms. Greenthal herein disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein.
4. Represents restricted stock units granted under the Orbitz Worldwide, Inc. Non-Employee Directors Deferred Compensation Plan. Each restricted stock unit represents a right to receive one share of the Company's common stock, par value $0.01 per share, on the date which is 200 days immediately following the date upon which the holder's service as a member of the Company's Board of Directors terminates for any reason. The restricted stock units are immediately vested and non-forfeitable.
/s/ James P. Shaughnessy, Attorney-in-fact for Jill A. Greenthal 01/28/2010
** 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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