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: ANDERSON RICHARD H (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-02	Common Stock	A	337837	—	Acquired	1576033	Direct
2012-02-02	Common Stock	F	143412	$11.10	Disposed	1432621	Direct
2012-02-02	Common Stock	A	315320	—	Acquired	1747941	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	174952	Indirect

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. Anderson 315,320 shares of restricted common stock under Delta's 2012 long-term incentive program. Subject to the terms of the award, including Mr. Anderson'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. Anderson may not sell or transfer the shares, which will be subject to forfeiture in certain circumstances.