Sec Form 4 Filing - Dooley Timothy P. @ REPUBLIC AIRWAYS HOLDINGS INC - 2013-03-04

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 Dooley Timothy P. 2. Issuer Name and Ticker or Trading Symbol REPUBLIC AIRWAYS HOLDINGS INC [ RJET] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP Corporate Development (Last) (First) (Middle) C/O REPUBLIC AIRWAYS HOLDINGS INC., 8909 PURDUE ROAD, SUITE 300 3. Date of Earliest Transaction (MM/DD/YY) 03/04/2013 (Street) INDIANAPOLIS, IN46268 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, $.001 par value 03/04/2013 S 2,267 ( 1 ) D $ 10 66,667 ( 5 ) D Common Stock, $.001 par value 03/06/2013 M 20,000 A $ 6.32 86,667 D Common Stock, $.001 par value 03/06/2013 S 20,000 D $ 10.4 ( 1 ) 66,667 D Common Stock, $.001 par value 03/06/2013 M 26,666 A $ 5.77 93,333 D Common Stock, $.001 par value 03/06/2013 S 26,666 D $ 10.52 ( 2 ) 66,667 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 Employee Stock Option (right to buy) $ 6.32 03/06/2013 M 20,000 ( 3 ) 06/22/2020 Common Stock 20,000 $ 0 20,000 D Employee Stock Option (right to buy) $ 5.77 03/06/2013 M 26,666 ( 4 ) 04/11/2021 Common Stock 26,666 $ 0 13,334 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dooley Timothy P. C/O REPUBLIC AIRWAYS HOLDINGS INC. 8909 PURDUE ROAD, SUITE 300 INDIANAPOLIS, IN46268 SVP Corporate Development Signatures /s/ Timothy P. Dooley 03/06/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.35 to $10.46, inclusive. The reporting person undertakes to provide Republic Airways Holdings, Inc., any security holder of Republic Airways Holdings, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.38 to $10.62, inclusive. The reporting person undertakes to provide Republic Airways Holdings, Inc., any security holder of Republic Airways Holdings, Inc., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )10,000 of the options vested and became exercisable on June 22, 2012 and 2011, and 10,000 of the options vest and become exercisable annually in equal installments on June 22, 2013 and 2014. ( 4 )13,333 of the options vested and became exercisable on December 31, 2012 and 2011, and 13,334 of the options vest on December 31, 2013. ( 5 )This number includes 66,667 restricted shares, of which 10,000 vest on each of June 22, 2013 and June 22, 2014, 6,667 vest on December 31, 2013, and 50,000 vest in equal annual installments from March 30, 2013 to March 30, 2015.

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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