Sec Form 4/A Filing - Esterow Kenneth S @ Orbitz Worldwide, Inc. - 2013-05-29

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Esterow Kenneth S
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)
(Last) (First) (Middle)
C/O ORBITZ WORLDWIDE, INC., 500 W. MADISON STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
05/29/2013
(Street)
CHICAGO, IL60661
4. If Amendment, Date Original Filed (MM/DD/YY)
05/31/2013
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 05/29/2013 S 28,749 D $ 8.157 ( 1 ) 63,227.957 ( 2 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Esterow Kenneth S
C/O ORBITZ WORLDWIDE, INC.
500 W. MADISON STREET, SUITE 1000
CHICAGO, IL60661
X
Signatures
/s/ James F. Rogers, Attorney-in-fact for Kenneth S. Esterow 06/04/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares were sold in a series of transactions within the same trading day at prices ranging from $8.130 to $8.200. Full information regarding the number of shares sold at each separate price is available upon request by the Commission staff, the issuer, or a security holder of the issuer.
( 2 )This number represents 63,227.957 DSUs of the Company. Each DSU represents a right to receive one share of the Company's common stock, par value $0.01 per share, on a date following the date upon which the holder's service as a member of the Company's Board of Directors terminates for any reason or, in some cases, the one-year anniversary date of the grant. The DSUs are immediately vested and non-forfeitable. For purposes of clarity, please note that this Form 4 reports the divestiture of 28,749 shares of the Company's common stock; it does not report any disposal of DSUs.

Remarks:
This Form 4 was amended to clarify the amount of securities beneficially owned by the reporting person following the reported transaction. After giving effect to the reported transaction, the reporting person continued to own deferred restricted stock units ("DSUs") granted under the Orbitz Worldwide, Inc. Non-Employee Directors Deferred Compensation Plan. Orbitz Worldwide, Inc. (the "Company") reports ownership of DSUs in Table 1 of Form 4s, as further described in Footnote 2.

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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