DELTA AIR LINES, INC. — Director's Dealing 2012

Feb 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DELTA AIR LINES INC /DE/ (DAL)
CIK: 0000027904
Period of Report: 2012-02-02

Reporting Person: HAUENSTEIN GLEN W (EVP-Mktg,Ntwk Plng & Rev Mgmt)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Common Stock	A	78828	—	Acquired	250978	Direct
2012-02-02	Common Stock	F	33462	$11.10	Disposed	217516	Direct
2012-02-02	Common Stock	A	96850	—	Acquired	314366	Direct
2012-02-02	Common Stock	A	90100	—	Acquired	404466	Direct
2012-02-03	Common Stock	S	46636	$11.39	Disposed	357830	Direct

Footnotes

F1: Settlement of performance awards granted under Delta's 2010 long-term incentive program which were earned effective February 2, 2012. The grant of the performance awards was approved by the Personnel & Compensation Committee of Delta's Board of Directors (the "Committee") and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3(d).

F2: Shares withheld for payment of tax liability upon settlement of the performance awards earned under Delta's 2010 long-term incentive program. This withholding was approved by the Committee and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rules 16b-3(d)(1) and 16b-3(e).

F3: The Committee granted Mr. Hauenstein 96,850 shares of restricted common stock under Delta's 2012 long-term incentive program. Subject to the terms of the award, including Mr. Hauenstein's continued employment with Delta, the restrictions on the shares will lapse with respect to 50 percent of the shares on each of February 1, 2013 and February 1, 2014. Until the restrictions lapse, Mr. Hauenstein may not sell or transfer the shares, which will be subject to forfeiture in certain circumstances.

F4: The shares represent a restricted stock award to Mr. Hauenstein, as approved by the Committee on February 2, 2012. Subject to the terms of the award, including Mr. Hauenstein's continued employment with Delta, the restrictions will lapse with respect to 50 percent of the shares on each of February 1, 2014 and February 1, 2015. Until the restrictions lapse, Mr. Hauenstein may not sell or transfer the shares, which will be subject to forfeiture in certain circumstances.