DELTA AIR LINES, INC. — Director's Dealing 2020

Feb 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DELTA AIR LINES, INC. (DAL)
CIK: 0000027904
Period of Report: 2020-02-05

Reporting Person: Carter Peter W (EVP and Chief Legal Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-05	Common Stock	A	23817	—	Acquired	106642	Direct
2020-02-05	Common Stock	F	10742	$58.89	Disposed	95900	Direct
2020-02-05	Common Stock	A	19480	—	Acquired	115380	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-05	Employee Stock Option (right to buy)	$50.52	A	64760	Acquired	2029-02-05	Common Stock (64760)	Direct

Footnotes

F1: Settlement of performance awards granted under Delta's 2017 long-term incentive program which were earned effective February 5, 2020. 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 2017 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. Carter 19,480 shares of restricted common stock under Delta's 2020 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 6, 2019, the Committee granted Mr. Carter an option to purchase 64,760 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 21,587 shares vested, and the option for the remaining 43,173 shares will vest in equal installments on February 1, 2021 and February 1, 2022. The performance criteria was certified by the Committee on February 5, 2020. 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).