Form 4 JETBLUE AIRWAYS CORP For: Feb 25 Filed by: Sharma Vivek

March 1, 2021 6:28 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 *
Sharma Vivek

(Last) (First) (Middle)
C/O JETBLUE AIRWAYS
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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2021
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
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
Deferred Stock Units (1) 02/25/2021   A   6,530     (1) (2)   (1) (2) Common Stock 6,530 (1) 15,228 D  
Explanation of Responses:
1. This represents an award of deferred stock units, or DSUs. Each unit will entitle the Reporting Person to one share of Issuer's common stock upon vesting; settlement of vested DSUs will occur six months following Reporting Person's departure from Issuer's Board of Directors. Shares vest annually on the anniversary of the grant date.
2. The shares subject to the DSUs are scheduled to vest over one year, measured from the vesting commencement date of February 25, 2021.
/s/ Eileen McCarthy by power of attorney for Vivek Sharma 03/01/2021
** 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.
LIMITED POWER OF ATTORNEY

Know all by these presents, that the undersigned
hereby authorizes Brandon Nelson, Eileen P. McCarthy
and Dora Habachy 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 a member of the Board of
Directors of the Company, the Form ID, 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) this Power of Attorney
is revoked by the undersigned in a signed writing delivered
to the foregoing attorney-in-fact; or (2) 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 26th day of
November, 2019.

/s/____________________
VIVEK SHARMA

STATE OF CA)
) ss.:
COUNTY OF )

On this _____ day of _________2019, before me
personally came VIVEK SHARMA 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 she executed
the same.

See attachment
Notary Public


California All-Purpose Certificate
of Acknowledgment

State of California
County of Los Angeles

On November 27, 2019 before me, Sang Pil
Park, Notary Public, personally appeared
VIVEK SHARMA, who proved to me on the basis
of satisfactory evidence to be the person
whose name is subscribed to the within
instrument and acknowledged to me that
he executed the same in his authorized
capacity and that by his signature on the
instrument the person, or the entity,
upon behalf of which the person acted,
executed the instrument.

I certify under PENALTY OF PERJURY under
the laws of the State of California that
the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature /s/ Dang Pil Park [seal]

OPTIONAL INFORMATION

Although the information in this section
is not required by law, it could prevent
fraudulent removal and reattachment of this
acknowledgment to an unauthorized document
and may prove useful to persons relying
on the attached document.

Description of Attached Document
The preceding Certificate of Acknowledgment
is attached to a document titled/for the
purpose of Limited Power of Attorney containing
1 pages, and dated 11/26/19.

[remainder of document not completed]





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