Orbitz Inc SEC Form 4 Filed November 15, 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 4
2 SEC Form EX-99

4

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
X
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*
NORTHWEST AIRLINES CORP

(Last) (First) (Middle)
2700 LONE OAK PARKWAY, DEPT. A1180

(Street)
EAGAN MN 55121

(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)
Director X 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)
Form filed by One Reporting Person
X 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
Series B NW Common Stock (1) 11/11/2004 U 4,949,201 (2) (3) Class A Common Stock 4,949,201 $27.5 0 I See Footnote(4)
Payment Obligation (obligation to sell)(5) (5) 11/11/2004 X(5)(6) 1(5)(6) (5) (5) See Footnote(5)(6) 1(5)(6) (5)(6) 0(6) D
1. Name and Address of Reporting Person*
NORTHWEST AIRLINES CORP

(Last) (First) (Middle)
2700 LONE OAK PARKWAY, DEPT. A1180

(Street)
EAGAN MN 55121

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NORTHWEST AIRLINES INC /MN

(Last) (First) (Middle)
2700 LONE OAK PARKWAY, DEPT. A1180

(Street)
EAGAN MN 55121

(City) (State) (Zip)
Explanation of Responses:
1. 1 for 1
2. Immediate
3. None
4. The securities are directly owned by Northwest Airlines, Inc., an indirect wholly-owned subsidiary of the Designated Filer.
5. Represented contingent payment obligations with respect to incentive compensation awards ("Awards") totaling 62.5 Points granted to participants under the Northwest Airlines Corporation E-Commerce Incentive Compensation Program (the "Program"), the amount of which payments derived, in part, from the value of the Series B-NW Common Stock, Series A Non-Voting Convertible Preferred Stock and Class A Common Stock. The Awards vest in four equal annual installments over four years from the dates of grant of these Awards on January 15, 2001, January 24, 2002 and October 14, 2002 (as the case may be), and payments made in cash or in shares of the underlying securities pursuant to the applicable formula for investments included in the Program may be made (i) on the tenth anniversary of the grant date or (ii) earlier upon certain dispositions of investments or, at the option of the participant, certain liquidity events. Footnote (5) is continued in Footnote F6.
6. Footnote (5) continued. . . . : Portions of the contingent payment obligations with respect to the Awards have previously (i) become fixed as a result of sales of shares of the Issuer's equity securities by Northwest Airlines, Inc. and no longer related to the subsequent value of securities of the Issuer and/or (ii) been settled in shares of Class A Common Stock underlying the Awards following a liquidity event at the election of certain participants. Footnote F6: As a result of the reported tender of shares of Series B-NW Common Stock by Northwest Airlines, Inc. as of November 11, 2004, an additional portion of the contingent payment obligations with respect to the Awards became fixed and thereafter no portion of the contingent payment obligations is any longer related to the subsequent value of securities of the Issuer.
Michael L. Miller, Vice President, Law & Secretary 11/15/2004
** 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.

EX-99

Exhibit 99

 

Name:

Northwest Airlines, Inc.

Address:

2700 Lone Oak Parkway, Dept. A1180, Eagan, MN 55121

Designated Filer:

Northwest Airlines Corporation

Issuer & Tickler Symbol:

Orbitz, Inc. (ORBZ)

Date of Event:

November 11, 2004

Signature:

By: Michael L. Miller - Vice President, Law & Secretary

Date of Filing:

2004-11-15

 


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