Orbitz Inc SEC Form 4 Filed November 12, 2004: Statement of changes in beneficial ownership of secur... Last Updated December 9, 2020 at 9:46 PM ST

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Submission Parts

Sequence Document Type File Name Description
1 SEC Form
2 SEC Form

[Unnamed Attachment]

SEC FORM 4 SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
SMISEK JEFFREY A

(Last) (First) (Middle)
1600 SMITH DEPT HQSEO

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ORBITZ INC [ ORBZ ]
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)
11/11/2004
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
PARS (call option)(1) $3 11/11/2004 X(2) 1,210 11/11/2004 03/27/2010 See footnote(3) 1,877 (4) 0 D
PARS (call option)(1) $6.96 11/11/2004 X(2) 12,500 11/11/2004 10/04/2010 See footnote(3) 11,483 (4) 0 D
PARS (call option)(1) $6.96 11/11/2004 X(2) 12,500 11/11/2004 04/02/2011 See footnote(3) 11,483 (4) 0 D
PARS (call option)(1) $6.96 11/11/2004 X(2) 15,000 11/11/2004 08/10/2011 See footnote(3) 18,193 (4) 0 D
PARS (call option)(1) $13.02 11/11/2004 X(2) 15,000 11/11/2004 08/08/2012 See footnote(3) 1,324 (4) 0 D
Class B-Co Common Stock (5) 11/11/2004 J(6) 44,360 (7) (8) Class A Common Stock 44,360 (4) 0 D
Class B-Co Common Stock (5) 11/11/2004 S 44,360 (7) (8) Class A Common Stock 44,360 $27.5 0 D
Explanation of Responses:
1. Cash settled call option based on the value of the underlying Orbitz security issued to employees of Continental pursuant to the Continental Airlines, Inc. Incentive Plan 2000, Officer Retention and Incentive Award Program
2. Reflects conversion or exercise of derivative security, exempt pursuant to Rule 16b-6(b)
3. Upon exercise, the Reporting Person will be entitled to a cash payment from Continental equal to the per share appreciation in the value of the underlying Class B-CO Common Stock over the per share exercise price of the derivative security.
4. Not applicable
5. 1 for 1.
6. Reflects deemed acquisition of the underlying Class B-CO Common Stock upon settlement of the PARs, exempt pursuant to Rule 16b-6(b).
7. None
8. Not applicable
/s/ Jennifer Vogel - Senior Vice President and Secretary 11/12/2004
** 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.

[Unnamed Attachment]

Confirming Statement

         I hereby confirm that I have authorized and designated each of Jennifer
L. Vogel, Kristin Becnel and Sarah E. Hagy to execute and file on my behalf all
Forms 3, 4 and 5 (including any amendments thereto) that I may be required to
file with the United States Securities and Exchange Commission as a result of my
position with, or my ownership of or transactions in securities of, Continental
Airlines, Inc. ("Continental"). The authority of such individuals under this
Statement shall continue until I am no longer required to file Forms 4 or 5 with
regard to Continental, unless earlier revoked in writing. I hereby acknowledge
that such individuals are not assuming, nor is Continental assuming, any of my
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.



                                                  /s/ Jeffery A. Smisek
                                                  ------------------------------

                                                  Print Name: Jeffery A. Smisek
                                                              -----------------
Dated: April 16, 2004
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