John E Laughter Form 3 DELTA AIR LINES / John E Laughter 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

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Laughter John E

(Last) (First) (Middle)

C/O DELTA AIR LINES, INC., DEPT 981

P.O. BOX 20574

(Street)

ATLANTA GA 30320

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/01/2021

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - Chief of Operations

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	24,160(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	2,503	49.33	D
Employee Stock Option (right to buy)	(3)	02/07/2028	Common Stock	9,710	51.23	D
Employee Stock Option (right to buy)	(4)	02/05/2029	Common Stock	11,110	50.52	D
Employee Stock Option (right to buy)	(5)	02/03/2031	Common Stock	9,080	39.78	D

Explanation of Responses:

1. Includes 17,540 shares of restricted common stock. Of these restricted shares, (i) 2,220 were granted to the Reporting Person on February 6, 2019 and will vest on February 1, 2022, (ii) 4,760 were granted to the Reporting Person on February 5, 2020 and will vest in two equal installments on February 1, 2022 and 2023 and (iii) 10,560 were granted on February 3, 2021 and will vest in three equal installments on February 1, 2022, 2023 and 2024. 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)(1).

2. Represents an option granted by the P&C Committee to the Reporting Person on February 9, 2017 to purchase 2,503 shares of common stock. The option vested subject to Delta's satisfaction of certain performance criteria, which were certified by the P&C Committee on February 8, 2018. This grant is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d)(1).

3. On February 8, 2018, the P&C Committee granted to the Reporting Person an option to purchase 9,710 shares of common stock. The option vested subject to Delta's satisfaction of certain performance criteria, which were certified by the P&C Committee on February 6, 2019. This grant is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d)(1).

4. On February 6, 2019, the P&C Committee granted to the Reporting Person an option to purchase 11,110 shares of common stock. The option vested subject to Delta's satisfaction of certain performance criteria. Because the performance criteria were met, as certified by the P&C Committee on February 5, 2020, the option as to 7,407 shares has vested; the option for the remaining 3,703 shares will vest on February 1, 2022. This grant is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d)(1).

5. On February 3, 2021, the P&C Committee granted to the Reporting Person an option to purchase 9,080 shares of common stock under the 2021 long-term incentive program. The option vests in three equal installments on February 1, 2022, 2023 and 2024. This grant is exempt from Section 16(b) of the Exchange Act under Rule 16b-3(d)(1).

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Alan T. Rosselot attorney-in-fact for John E. Laughter	06/09/2021
	** 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.
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.