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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 | |
DUNKERLEY MARK B C/O HAWAIIAN HOLDINGS, INC. 3375 KOAPAKA STREET, SUITE G-350 HONOLULU, HI 96819 |
X | President and CEO |
/s/ Mark B. Dunkerley | 11/21/2013 | |
**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) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. The RSUs were originally granted on November 15, 2012, but were not eligible to vest unless the company achieved pre-tax net profits of at least $1,000,000 over any two consecutive fiscal quarters commencing after the grant date through the last full fiscal quarter ending prior to January 1, 2017 (the "Performance Metric"). Subject to the achievement of the Performance Metric, 2/3rds of the shares subject to the RSUs shall vest on November 15, 2014 and 1/3rd of the shares subject to the RSUs shall vest on November 15, 2015, subject to the reporting person's continued employment with the company through each such vesting date. On November 19, 2013, the compensation committee of the Board of Directors of the company certified that the Performance Metric was satisfied in the first two fiscal quarters of the company's 2013 fiscal year. |
(2) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. The RSUs were originally granted on February 7, 2013, but were not eligible to vest unless the company achieved pre-tax net profits of at least $1,000,000 over any two consecutive fiscal quarters commencing after the grant date through the last full fiscal quarter ending prior to January 1, 2017 (the "Performance Metric"). Subject to the achievement of the Performance Metric, 1/3rd of the shares subject to the RSUs shall vest on February 7, 2014 and February 7, 2015, and the remaining 1/3rd to vest on February 7, 2016, subject to the reporting person's continued employment with the company through each such vesting date. On November 19, 2013, the compensation committee of the Board of Directors of the company certified that the Performance Metric was satisfied in the first two fiscal quarters of the company's 2013 fiscal year. |