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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rogers Kenneth C AIR LINE PILOTS ASSOCIATION DELTA MEC 100 HARTSFIELD CENTER PARKWAY, SUITE 200 ATLANTA, GA 30354 |
X |
Nanci Oliver Sloan as attorney-in-fact for Kenneth C. Rogers | 10/31/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | SEE EXPLANATORY NOTE |
Remarks: As a result of the merger (the "Merger") between Nautilus Merger Corporation, a wholly-owned subsidiary of Delta, and Northwest Airlines Corporation on October 29, 2008, it is expected that Mr. Rogers will, along with other eligible Delta and Northwest pilots, be entitled to receive shares of Delta common stock or the cash proceeds of the sale thereof pursuant to the terms of an agreement among Delta, the Delta Master Executive Council, the Northwest Master Executive Council and the Air Line Pilots Association, International. Subsequent to the closing of the Merger, Delta will issue for the benefit of eligible Delta and Northwest pilots an aggregate number of shares of Delta common stock equal to 3.5% and 2.38%, respectively, of the outstanding equity capitalization of Delta, each determined on a fully-diluted basis after giving effect to the issuance of Delta common stock to Northwest stockholders in the Merger and an employee equity issuance. Mr. Rogers will have the right to receive a currently undeterminable portion of the 3.5% Delta pilot issuance, either in shares of Delta common stock or the cash proceeds of the sale thereof. The number of shares of Delta common stock (or proceeds thereof) that Mr. Rogers is currently estimated to be entitled to receive pursuant to the Delta pilot issuance is approximately 4,050. Upon a determination of the allocation of shares to Mr. Rogers, this filing will be amended to reflect the exact number of shares. Mr. Rogers'acquisition of such shares of Delta common stock is exempt from Section 16(b) of the Securities Exchange Act of 1934 under Rule 16b-3(d). |