DELTA AIR LINES, INC. — Director's Dealing 2016

Feb 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DELTA AIR LINES INC /DE/ (DAL)
CIK: 0000027904
Period of Report: 2016-02-02

Reporting Person: ANDERSON RICHARD H (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-02	Common Stock	A	148315	—	Acquired	453759	Direct
2016-02-02	Common Stock	F	71762	$43.61	Disposed	381997	Direct
2016-02-02	Common Stock	A	28760	—	Acquired	410757	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-02	Employee Stock Option (right to buy)	$46.14	A	175770	Acquired	2025-02-02	Common Stock (175770)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	367774	Indirect

Footnotes

F1: Settlement of performance awards granted under Delta's 2013 long-term incentive program which were earned effective February 2, 2016. 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 2013 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 28,760 shares of restricted common stock under Delta's 2016 long-term incentive program. The shares will vest pursuant to the terms of the award agreement. 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: On February 5, 2015, the Committee granted Mr. Anderson an option to purchase 175,770 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 58,590 shares vested, and the option for the remaining 117,180 shares will vest in equal installments on February 1, 2017 and February 1, 2018. The performance criteria was certified by the Committee on February 2, 2016. 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).