DELTA AIR LINES, INC. — Director's Dealing 2018

Feb 10, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DELTA AIR LINES INC /DE/ (DAL)
CIK: 0000027904
Period of Report: 2018-02-08

Reporting Person: Smith Joanne D (EVP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-08	Common Stock	A	27200	—	Acquired	89995	Direct
2018-02-08	Common Stock	F	12730	$51.23	Disposed	77265	Direct
2018-02-08	Common Stock	A	18060	—	Acquired	95325	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-08	Employee Stock Option (right to buy)	$49.33	A	31290	Acquired	2027-02-08	Common Stock (31290)	Direct

Footnotes

F1: Settlement of performance awards granted under Delta's 2015 long-term incentive program which were earned effective February 8, 2018. 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 2015 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 Ms. Smith 18,060 shares of restricted common stock under Delta's 2018 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 9, 2017, the Committee granted Ms. Smith an option to purchase 31,290 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 10,430 shares vested, and the option for the remaining 20,860 shares will vest in equal installments on February 1, 2019 and February 1, 2020. The performance criteria was certified by the Committee on February 8, 2018. 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).