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Form 4 JETBLUE AIRWAYS CORP For: Feb 13 Filed by: Hayes Robin

February 18, 2015 8:25 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hayes Robin
(Last) (First) (Middle)
C/O JETBLUE AIRWAYS CORPORATION
27-01 QUEENS PLAZA NORTH
(Street)
LONG ISLAND CITY NY 11101
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JETBLUE AIRWAYS CORP [ JBLU ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President
3. Date of Earliest Transaction (Month/Day/Year)
02/13/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/13/2015   M   22,032 A (1) 268,129 D  
Common Stock 02/13/2015   F   8,146 (6) D $ 16.83 259,983 D  
Common Stock 02/13/2015   M   34,141 A (1) 294,124 D  
Common Stock 02/13/2015   F   12,762 (6) D $ 16.83 281,362 D  
Common Stock 02/13/2015   M   43,374 A (1) 324,736 D  
Common Stock 02/13/2015   F   21,895 (6) D $ 16.83 302,841 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 02/13/2015   A   77,243     (2)   (2) Common Stock 77,243 $ 0 254,998 D  
Restricted Stock Units (1) 02/13/2015   D     22,032   (3)   (3) Common Stock 22,032 (1) 232,966 D  
Restricted Stock Units (1) 02/13/2015   D     34,141   (4)   (4) Common Stock 34,141 (1) 198,825 D  
Restricted Stock Units (1) 02/13/2015   D     43,374   (5)   (5) Common Stock 43,374 (1) 155,451 D  
Explanation of Responses:
1. Upon vesting, Reporting Person is entitled to receive one share of common stock for each restricted stock unit.
2. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2015.
3. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2014.
4. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 13, 2013.
5. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 14, 2012.
6. 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.
/s/ Eileen McCarthy by power of attorney for Robin Hayes 02/18/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY 
Know all by these presents, that the undersigned 
hereby authorizes James G. Hnat and Eileen P. 
McCarthy of JetBlue Airways Corporation, a 
Delaware corporation (the "Company") individually 
to execute for and on behalf of the undersigned, in the 
undersigned's capacity as Chief Executive Officer of 
the Company, a Form ID and any amendments thereto, 
Forms 3, 4 and 5, and any amendments thereto, and 
cause such form(s) to be filed with the United States 
Securities and Exchange Commission pursuant to 
Section 16(a) of the Securities Act of 1934, relating to 
the undersigned's beneficial ownership of securities in 
the Company.  The undersigned hereby grants to such 
attorney-in-fact full power and authority to do and perform 
any and every act and thing whatsoever requisite, necessary, 
or proper to be done in the exercise of any of the rights and 
powers herein granted, as fully to all intents and purposes 
as the undersigned might or could do if personally present, 
with full power of substitution or revocation, hereby ratifying 
and confirming all such attorney-in-fact, or such attorney-in-fact's 
substitute or substitutes, shall lawfully do or cause to be 
done by virtue of this power of attorney and the rights and 
powers herein granted. The undersigned acknowledges 
that the foregoing attorney-in-fact, in serving in such 
capacity at the request of the undersigned, is not assuming, 
nor is the Company assuming, any of the undersigned's 
responsibilities to comply with Section 16 of the Securities 
Exchange Act of 1934. 

This Power of Attorney shall remain in full force and 
effect only until the earlier of (1)  the undersigned is no 
longer required to file Forms 3, 4 and 5 with respect to 
the undersigned's holdings of, and transactions in, securities
issued by the Company; (2) this Power of Attorney is revoked 
by the undersigned in a signed writing delivered to the 
foregoing attorney-in-fact; or (3) as to a specific 
attorney-in-fact, employment of such attorney-in-fact 
by the Company is terminated. 

IN WITNESS WHEREOF, the undersigned has 
caused this Power of Attorney to be executed 
as of this 12 day of February, 2015. 

/s/ Robin Hayes
ROBIN HAYES

STATE OF NEW YORK   )
 ) ss.:
COUNTY OF QUEENS     )

On this 12 day of February, 2015, before me 
personally came ROBIN HAYES to me known and 
known to me to be the individual described in and who 
executed the foregoing instrument, and duly acknowledged 
to me that he executed the same.


/s/ Melissa Lauradin [stamp][seal]
Notary Public

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