Hawaiian (HA) Form 4 HAWAIIAN / Shannon Lei Okinaka ownership change

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

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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^*

Okinaka Shannon Lei

(Last) (First) (Middle)

C/O HAWAIIAN HOLDINGS, INC.

3375 KOAPAKA STREET, SUITE G-350

(Street)

HONOLULU HI 96819

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HAWAIIAN HOLDINGS INC [ HA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2018

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	01/30/2018		A		7,774(1)	A	$0.00	40,486	D
Common Stock	01/30/2018		A		5,416(2)	A	$0.00	45,902	D
Common Stock	01/30/2018		A		11,112(3)	A	$0.00	57,014	D
Common Stock	01/30/2018		F		5,774	D	$0.00	51,240	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

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of HA Common Stock. The RSUs vest in three equal annual installments beginning on January 30, 2019.

2. Each RSU represents a contingent right to receive one share of HA common stock. The RSUs were originally granted on March 30, 2017, but were not eligible to vest unless the company achieved certain performance milestones (the "Performance Milestones"). Subject to the achievement of the Performance Milestones, the RSUs vest in three equal annual installments beginning on January 30, 2018. The Compensation Committee of the Board of Directors certified the applicable Performance Milestones were achieved on January 30, 2018.

3. Represents shares of HA common stock issued upon the vesting of performance based RSUs granted on February 3, 2015. The Compensation Committee of the Board of Directors certified the applicable Performance Milestones were achieved on January 30, 2018.

Remarks:

	/s/ Aaron J. Alter, by power of attorney	02/01/2018
	** 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.