William C Carroll Form 3 DELTA AIR LINES / William C Carroll ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Carroll William C

(Last) (First) (Middle)

C/O DELTA AIR LINES, INC.

P.O. BOX 20574, DEPT. 981

(Street)

ATLANTA GA 30320

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2019

3. Issuer Name and Ticker or Trading Symbol
DELTA AIR LINES INC /DE/ [ DAL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Finance & Controller

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	29,394(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	02/01/2027	Common Stock	9,390	49.33	D
Employee Stock Option (right to buy)	(3)	02/07/2028	Common Stock	12,140	51.23	D

Explanation of Responses:

1. Of the reported shares, 16,626 shares are restricted common stock. Of those restricted shares, (i) 2,840 were granted to the Reporting Person on February 9, 2017 and will vest on February 1, 2020, (ii) 5,466 were granted to the Reporting Person on February 8, 2018 and will vest 50% on February 1, 2020 and 2021, and (iii) 8,320 were granted to the Reporting Person on February 6, 2019 and will vest in three equal annual installments on February 1, 2020, 2021 and 2022. The grants of restricted stock were approved by the Personnel & Compensation Committee ("P&C Committee") of Delta's Board of Directors and are exempt from Section 16(b) of the Securities Exchange Act of 1934 ("Exchange Act") under Rule 16b-3(d).

2. On February 9, 2017, the P&C Committee granted to the Reporting Person an option to purchase 9,390 shares of common stock. The option vests based on Delta's satisfaction of certain performance criteria. Because the performance criteria were met, the option as to 6,260 shares vested, and the option for the remaining 3,130 shares will vest on February 1, 2020. The performance criteria was certified by the P&C Committee on February 8, 2018. This grant was approved by the P&C Committee and is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d).

3. On February 8, 2018, the P&C Committee granted to the Reporting Person an option to purchase 12,140 shares of common stock. The option vests based on Delta's satisfaction of certain performance criteria. Because the performance criteria were met, the option as to 4,047 shares vested, and the option for the remaining 8,093 shares will vest in equal installments on February 1, 2020 and February 1, 2021. The performance criteria was certified by the P&C Committee on February 6, 2019. This grant was approved by the P&C Committee and is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d).

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jan M. Davidson as attorney-in-fact for William C. Carroll	06/04/2019
	** 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 5 (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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