Sec Form 4 Filing - BARGER DAVE @ JETBLUE AIRWAYS CORP - 2014-11-11

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 BARGER DAVE 2. Issuer Name and Ticker or Trading Symbol JETBLUE AIRWAYS CORP [ JBLU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) JETBLUE AIRWAYS CORPORATION, 27-01 QUEENS PLAZA NORTH 3. Date of Earliest Transaction (MM/DD/YY) 11/11/2014 (Street) LONG ISLAND CITY, NY11101 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 02/13/2015 M 60,435 A 845,023 D Common Stock 02/13/2015 F 32,315 ( 7 ) D $ 16.83 812,708 D Common Stock 02/13/2015 M 90,580 A 903,288 D Common Stock 02/13/2015 F 41,981 ( 7 ) D $ 16.83 861,307 D Common Stock 02/13/2015 M 88,880 A 950,187 D Common Stock 02/13/2015 F 49,613 ( 7 ) D $ 16.83 900,574 D Common Stock 02/17/2015 S( 8 ) 10,000 D $ 16.8584 ( 9 ) 890,574 D

Table II - De rivative 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 ( 3 ) 11/11/2014 F 9,644 ( 1 ) ( 3 ) ( 3 ) Common Stock 9,644 $ 12.96 ( 2 ) 451,347 D Restricted Stock Units ( 3 ) 02/13/2015 D 60,435 ( 4 ) ( 4 ) Common Stock 60,435 ( 3 ) 390,912 D Restricted Stock Units ( 3 ) 02/13/2015 D 90,580 ( 5 ) ( 5 ) Common Stock 90,580 ( 3 ) 300,332 D Restricted Stock Units ( 3 ) 02/13/2015 D 88,880 ( 6 ) ( 6 ) Common Stock 88,880 ( 3 ) 211,452 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARGER DAVE JETBLUE AIRWAYS CORPORATION 27-01 QUEENS PLAZA NORTH LONG ISLAND CITY, NY11101 X Chief Executive Officer Signatures /s/ Eileen McCarthy by power of attorney for David J. Barger 02/18/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld by the Company, as permitted under the JetBlue 2011 Incentive Compensation Plan (the "Plan"), to satisfy the Reporting Person's tax withholding obligation in connection with the vesting upon retirement eligibility of the Reporting Person on November 11, 2014 of certain restricted stock units previously awarded to the Reporting Person, as permitted under the Plan. There was no open market sale of shares by the Reporting Person. ( 2 )Represents the closing market price of Company common stock on November 11, 2014. ( 3 )Upon vesting, Reporting Person is entitled to receive one share of common stock for each restricted stock unit. ( 4 )The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2014. ( 5 )The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2013. ( 6 )The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 14, 2012. ( 7 )These shares were automatically withheld and returned to JetBlue to cover tax obligations upon RSU vesting, in accordance with JetBlue policy for all RSU vesting of RSU eligible employees in the United States. ( 8 )These shares were sold in compliance with a qualified selling plan adopted by the reporting person pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended. ( 9 )The range of prices for the transactions reported were from $16.73 to $17.07. The reporting person will provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.

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).

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