Sec Form 4 Filing - Harford Barney @ Orbitz Worldwide, Inc. - 2015-09-16

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 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) 09/16/2015 (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 09/16/2015 M( 1 ) 9,700 A $ 4.9 573,328 D Common Stock 09/16/2015 S( 1 ) 9,700 D $ 12.033 ( 2 ) 563,628 D Common Stock 09/17/2015 D( 3 ) 563,628 D $ 12 0 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 Options (Right to Buy) ( 4 ) $ 4.9 09/16/2015 M( 1 ) 9,700 ( 5 ) 06/02/2017 Common Stock 9,700 $ 4.9 360,300 D Employee Stock Options (Right to Buy) ( 4 ) $ 4.9 09/17/2015 D( 6 ) 360,300 ( 5 ) 06/02/2017 Common Stock 360,300 $ 4.9 0 D Restricted Stock Units ( 4 ) ( 7 ) 09/17/2015 D( 8 ) 103,126 ( 9 ) 02/20/2017 Common Stock 103,126 $ 0 0 D Restricted Stock Units ( 4 ) ( 7 ) 09/17/2015 D( 8 ) 96,499 ( 10 ) 03/04/2018 Common Stock 96,499 $ 0 0 D Performance-based Restricted Stock Units ( 4 ) ( 7 ) 09/17/2015 D( 8 ) 206,250 ( 11 ) 06/12/2016 Common Stock 206,250 $ 0 0 D Performance-based Restricted Stock Units ( 4 ) ( 7 ) 09/17/2015 D( 8 ) 154,688 ( 12 ) 02/20/2017 Common Stock 154,688 $ 0 0 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 09/17/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Shares were sold in a series of transactions within the same trading day at prices ranging from $12.00 to $12.06. 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. ( 3 )Disposed of pursuant to the Agreement and Plan of Merger by and among Expedia, Inc., Xeta, Inc. and Orbitz Worldwide, Inc. (the "Company") dated as of February 12, 2015 (the "Merger Agreement"). ( 4 )Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended and restated. ( 5 )The stock options vest over a four year period, with 25% of the stock options vesting on June 2, 2011 and the remaining 75% of the stock options vesting ratably over the subsequent 36 month period, with the final portion of the stock options vesting on June 1, 2014. ( 6 )Cancelled pursuant to the Merger Agreement in exchange for an amount in cash per share equal to the excess of $12.00 over the exercise price of the option. ( 7 )Each unit represents a right to receive, in the sole discretion of the Board of Directors of 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. ( 8 )Disposed of pursuant to the Merger Agreement in exchange for shares of Expedia common stock calculated by multiplying the number of shares of the Company's common stock by the quotient obtained by dividing $12.00 by the volume-weighted average price for Expedia common stock for the 30 trading days prior to the closing date. ( 9 )The restricted stock units ("RSUs") vest in four equal installments on each of February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017. ( 10 )The RSUs vest in four equal installments on each of March 4, 2015, March 4, 2016, March 4, 2017 and March 4, 2018. ( 11 )The performance-based restricted stock units ("PSUs") were granted in satisfaction of the performance requirement and vest in four equal installments on each of June 12, 2013, June 12, 2014, June 12, 2015 and June 12, 2016. ( 12 )The PSUs were granted in satisfaction of the performance requirement and vest in four equal installments on each of February 20, 2014, February 20, 2015, February 20, 2016 and February 20, 2017.

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