Sec Form 4 Filing - Atkinson Graham W @ United Continental Holdings, Inc. - 2010-10-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Atkinson Graham W
2. Issuer Name and Ticker or Trading Symbol
United Continental Holdings, Inc. [ UAL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
EVP - President Mileage Plus
(Last) (First) (Middle)
P.O. BOX 66100 - HDQLD
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2010
(Street)
CHICAGO, IL60666
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/01/2010 M 52,500 A $ 22.33 ( 2 ) 60,113 D
Common Stock 10/01/2010 D 52,500 D $ 22.33 ( 2 ) 7,613 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units ( 1 ) 10/01/2010 M 52,500 ( 2 ) ( 2 ) Common Stock 52,500 ( 2 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Atkinson Graham W
P.O. BOX 66100 - HDQLD
CHICAGO, IL60666
EVP - President Mileage Plus
Signatures
/s/ Lydia J. Mathas for Graham Atkinson 10/05/2010
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represented the economic equivalent of one share of common stock.
( 2 )Pursuant to the terms of the Management Retention Agreement, upon the closing date of the merger between JT Merger Sub, Inc. and Continental Airlines, Inc., the restricted stock units were converted into a fixed amount in cash based on the average closing price of the UAL Corporation common stock over the 20 trading days ended September 30, 2010. The fixed amount in cash will vest upon Mr. Atkinson's termination of employment on November 1, 2010.

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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