Nelson Brandon Form 4 JETBLUE AIRWAYS / Brandon Nelson 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^*

Nelson Brandon

(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)
General Counsel Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2022

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	02/25/2022		M		3,831	A	(1)	11,885	D
Common Stock	02/25/2022		F		1,544(4)	D	$15.14	10,341	D
Common Stock	02/25/2022		M		4,348	A	(1)	14,689	D
Common Stock	02/25/2022		F		1,753(4)	D	$15.52	12,936	D
Common Stock	02/25/2022		M		5,708	A	(1)	18,644	D
Common Stock	02/25/2022		F		2,301(4)	D	$15.52	16,343	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)	02/25/2022		M			4,348	(2)	(2)	Common Stock	4,348	(1)	0	D
Restricted Stock Units	(1)	02/25/2022		M			5,708	(3)	(3)	Common Stock	5,708	(1)	5,708	D
Restricted Stock Units	(1)	02/25/2022		M			3,831	(5)	(5)	Common Stock	3,831	(1)	7,663	D

Explanation of Responses:

1. Upon vesting, the 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 25, 2019.

3. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 25, 2020.

4. 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.

5. The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 25, 2021.

	/s/ Brandon Nelson	02/28/2022
	** 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.
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