JETBLUE AIRWAYS CORP — Director's Dealing 2015

Feb 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JETBLUE AIRWAYS CORP (JBLU)
CIK: 0001158463
Period of Report: 2014-11-11

Reporting Person: BARGER DAVE (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-13	Common Stock	M	60435	—	Acquired	845023	Direct
2015-02-13	Common Stock	F	32315	$16.83	Disposed	812708	Direct
2015-02-13	Common Stock	M	90580	—	Acquired	903288	Direct
2015-02-13	Common Stock	F	41981	$16.83	Disposed	861307	Direct
2015-02-13	Common Stock	M	88880	—	Acquired	950187	Direct
2015-02-13	Common Stock	F	49613	$16.83	Disposed	900574	Direct
2015-02-17	Common Stock	S	10000	$16.8584	Disposed	890574	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-11-11	Restricted Stock Units	$	F	9644	Disposed		Common Stock (9644)	Direct
2015-02-13	Restricted Stock Units	$	D	60435	Disposed		Common Stock (60435)	Direct
2015-02-13	Restricted Stock Units	$	D	90580	Disposed		Common Stock (90580)	Direct
2015-02-13	Restricted Stock Units	$	D	88880	Disposed		Common Stock (88880)	Direct

Footnotes

F1: Represents shares withheld by the Company, as permitted under the JetBlue 2011 Incentive Compensation Plan (the "Plan"), to satisfy the Reporting Person's tax withholding obligation in connection with the vesting upon retirement eligibility of the Reporting Person on November 11, 2014 of certain restricted stock units previously awarded to the Reporting Person, as permitted under the Plan. There was no open market sale of shares by the Reporting Person.

F2: Represents the closing market price of Company common stock on November 11, 2014.

F3: Upon vesting, Reporting Person is entitled to receive one share of common stock for each restricted stock unit.

F4: The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2014.

F5: The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2013.

F6: The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 14, 2012.

F7: These shares were automatically withheld and returned to JetBlue to cover tax obligations upon RSU vesting, in accordance with JetBlue policy for all RSU vesting of RSU eligible employees in the United States.

F8: These shares were sold in compliance with a qualified selling plan adopted by the reporting person pursuant to Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended.

F9: The range of prices for the transactions reported were from $16.73 to $17.07. The reporting person will provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased or sold at each separate price.