DELTA AIR LINES, INC. — Director's Dealing 2013

Feb 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DELTA AIR LINES INC /DE/ (DAL)
CIK: 0000027904
Period of Report: 2013-02-07

Reporting Person: HIRST RICHARD B (SVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-07	Common Stock	A	80551	—	Acquired	409993	Direct
2013-02-07	Common Stock	F	38624	$14.86	Disposed	371369	Direct
2013-02-07	Common Stock	A	62250	—	Acquired	433619	Direct
2013-02-07	Common Stock	A	32640	—	Acquired	466259	Direct

Footnotes

F1: Settlement of performance awards granted under Delta's 2011 long-term incentive program which were earned effective February 7, 2013. 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 2011 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. Hirst 62,250 shares of restricted common stock under Delta's 2013 long-term incentive program. Subject to the terms of the award, the restrictions on the shares will lapse in three equal annual installments on February 1, 2014, 2015 and 2016. Until the restrictions lapse, Mr. Hirst may not sell or transfer the shares, which will be subject to forfeiture in certain circumstances. This grant was approved by the Committee and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3(d).

F4: The Committee granted Mr. Hirst 32,640 shares of restricted common stock under Delta's transition award program. Subject to the terms of the award, the restrictions on the shares will lapse on February 1, 2015. Until the restrictions lapse, Mr. Hirst may not sell or transfer the shares, which will be subject to forfeiture in certain circumstances. This grant was approved by the Committee and is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3(d).