Sec Form 4 Filing - Harford Barney @ Orbitz Worldwide, Inc. - 2015-02-20

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Harford Barney
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
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
C/O ORBITZ WORLDWIDE, INC., 500 W. MADISON STREET, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2015
(Street)
CHICAGO, IL60661
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 02/20/2015 M 77,344 A $ 0 ( 1 ) 490,983 D
Common Stock 02/20/2015 F 24,287 ( 2 ) D $ 11.58 466,696 D
Common Stock 02/20/2015 M 51,562 A $ 0 ( 1 ) 518,258 D
Common Stock 02/20/2015 F 23,564 ( 2 ) D $ 11.58 494,694 D
Common Stock 02/23/2015 S( 3 ) 39,792 D $ 11.545 ( 4 ) 454,902 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
Performance-based Restricted Stock Units ( 5 ) ( 1 ) 02/20/2015 M 77,344 ( 6 ) ( 7 ) 02/20/2017 Common Stock 77,344 $ 0 154,688 ( 8 ) D
Restricted Stock Units ( 5 ) ( 1 ) 02/20/2015 M 51,562 ( 6 ) ( 7 ) 02/20/2017 Common Stock 51,562 $ 0 103,126 ( 8 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harford Barney
C/O ORBITZ WORLDWIDE, INC.
500 W. MADISON STREET, SUITE 1000
CHICAGO, IL60661
X CEO
Signatures
/s/ James F. Rogers, Attorney-in-fact for Barney Harford 02/24/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each unit represents a right to receive, in the sole discretion of the Board of Directors of Orbitz Worldwide, Inc. (the "Company"), either (i) one share of the Company's common stock as of the vesting date or (ii) cash equal to the fair market value of one share of the Company's common stock as of the vesting date.
( 2 )The underlying shares of common stock reported as disposed herein were retained (but not issued) by the Company in satisfaction of tax withholding obligations associated with the vesting of such units.
( 3 )This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 10, 2012 and amended on June 10, 2013, February 25, 2014 and September 9, 2014.
( 4 )Shares were sold in a series of transactions within the same trading day at prices ranging from $11.530 to $11.570. 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.
( 5 )Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended and restated.
( 6 )The units reported as disposed herein were settled for shares of the Company's common stock.
( 7 )The units vest annually over four years on February 20, 2014, 2015, 2016 and 2017.
( 8 )Excludes previously granted restricted stock units (RSUs) and performance-based RSUs with different terms, the ownership of which was previously reported on Form 3, 4 or 5.

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.