JETBLUE AIRWAYS CORP — Director's Dealing 2017

Apr 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JETBLUE AIRWAYS CORP (JBLU)
CIK: 0001158463
Period of Report: 2017-03-30

Reporting Person: Hayes Robin (CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-30	COMMON STOCK	A	61713	—	Acquired	447831	Direct
2017-03-30	COMMON STOCK	F	31826	$20.73	Disposed	416005	Direct

Footnotes

F1: Represents shares of JetBlue Airways Corporation (the Company) common stock earned by, and issued to, the Reporting Person upon vesting of Performance Share Units (2014 PSUs) granted on April 8, 2014, based on an absolute Return on Invested Capital (ROIC) goal and a relative ex-Fuel Operating Expenses per Available Seat Mile (CASM) goal, equally weighted, for the performance period from January 1, 2014 through December 31, 2016. Following the conclusion of the three year performance period, the Compensation Committee certified to the performance of the Company relative to these goals for the 2014 PSUs at 120%.

F2: Represents shares withheld by the Company for taxes, as permitted by the JetBlue Airways Corporation 2011 Incentive Compensation Plan and related award agreement, to satisfy the tax withholding obligations of the Reporting Person in connection with the vesting and settlement of the 2014 PSUs. There was no open market sale of shares by the Reporting Person.

F3: Closing market price per share of the Company common stock on the settlement date.