Sec Form 3 Filing - Carroll William C @ DELTA AIR LINES INC /DE/ - 2019-06-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Carroll William C
2. Issuer Name and Ticker or Trading Symbol
DELTA AIR LINES INC /DE/ [ DAL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Finance & Controller
(Last) (First) (Middle)
C/O DELTA AIR LINES, INC., P.O. BOX 20574, DEPT. 981
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2019
(Street)
ATLANTA, GA30320
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 29,394 ( 1 ) 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) $ 49.33 ( 2 ) 02/01/2027 Common Stock 9,390 D
Employee Stock Option (right to buy) $ 51.23 ( 3 ) 02/07/2028 Common Stock 12,140 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carroll William C
C/O DELTA AIR LINES, INC.
P.O. BOX 20574, DEPT. 981
ATLANTA, GA30320
SVP, Finance & Controller
Signatures
/s/ Jan M. Davidson as attorney-in-fact for William C. Carroll 06/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Of the reported shares, 16,626 shares are restricted common stock. Of those restricted shares, (i) 2,840 were granted to the Reporting Person on February 9, 2017 and will vest on February 1, 2020, (ii) 5,466 were granted to the Reporting Person on February 8, 2018 and will vest 50% on February 1, 2020 and 2021, and (iii) 8,320 were granted to the Reporting Person on February 6, 2019 and will vest in three equal annual installments on February 1, 2020, 2021 and 2022. The grants of restricted stock were approved by the Personnel & Compensation Committee ("P&C Committee") of Delta's Board of Directors and are exempt from Section 16(b) of the Securities Exchange Act of 1934 ("Exchange Act") under Rule 16b-3(d).
( 2 )On February 9, 2017, the P&C Committee granted to the Reporting Person an option to purchase 9,390 shares of common stock. The option vests based on Delta's satisfaction of certain performance criteria. Because the performance criteria were met, the option as to 6,260 shares vested, and the option for the remaining 3,130 shares will vest on February 1, 2020. The performance criteria was certified by the P&C Committee on February 8, 2018. This grant was approved by the P&C Committee and is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d).
( 3 )On February 8, 2018, the P&C Committee granted to the Reporting Person an option to purchase 12,140 shares of common stock. The option vests based on Delta's satisfaction of certain performance criteria. Because the performance criteria were met, the option as to 4,047 shares vested, and the option for the remaining 8,093 shares will vest in equal installments on February 1, 2020 and February 1, 2021. The performance criteria was certified by the P&C Committee on February 6, 2019. This grant was approved by the P&C Committee and is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d).

Remarks:
Exhibit 24 - Power of Attorney

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