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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 | ||||||||
Stock Appreciation Right | $ 7.62 | 12/09/2013 | A | 117,287 | (4) | 04/11/2019 | Common Stock | 117,287 | (3) | 117,287 | D | ||||
Stock Appreciation Right | $ 8.14 | 12/09/2013 | A | 95,714 | (5) | 04/20/2018 | Common Stock | 95,714 | (3) | 95,714 | D | ||||
Stock Appreciation Right | $ 7.42 | 12/09/2013 | A | 119,200 | 12/09/2013 | 04/14/2017 | Common Stock | 119,200 | (3) | 119,200 | D | ||||
Stock Appreciation Right | $ 3.1 | 12/09/2013 | A | 292,000 | 12/09/2013 | 04/08/2016 | Common Stock | 292,000 | (3) | 292,000 | D | ||||
Stock Appreciation Right | $ 6.7 | 12/09/2013 | A | 143,855 | 12/09/2013 | 08/05/2015 | Common Stock | 143,855 | (3) | 143,855 | D | ||||
Stock Appreciation Right | $ 8.84 | 12/09/2013 | A | 101,630 | 12/09/2013 | 04/09/2018 | Common Stock | 101,630 | (3) | 101,630 | D | ||||
Stock Appreciation Right | $ 31.14 | 12/09/2013 | A | 70,000 | 12/09/2013 | 09/06/2017 | Common Stock | 70,000 | (3) | 70,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Isom Robert D Jr 4333 AMON CARTER BLVD. FORT WORTH, TX 76155 |
See Remarks |
/s/ Kenneth W. Wimberly, Power of Attorney | 12/09/2013 | |
**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) | Pursuant to that certain Agreement and Plan of Merger, dated as of February 13, 2013 (as amended, the "Merger Agreement") by and among AMR Corporation, AMR Merger Sub, Inc. and US Airways Group, Inc. ("US Airways Group"), the Common Stock of US Airways Group held by the Reporting Person was cancelled and converted into the right to receive shares of Common Stock of American Airlines Group Inc. ("AAG") on a one-for-one basis at the effective time of the merger. |
(2) | Restricted Stock Units. The Reporting Person is entitled to receive one (1) share of Common Stock of AAL upon vesting of each Restricted Stock Unit. |
(3) | Pursuant to the Merger Agreement, securities of US Airways Group held by the Reporting Person were converted into equivalent securities of AAG on a one-for-one basis. Such AAG securities are subject to the same terms and conditions applicable to the US Airways Group securities immediately prior to the conversion, and in the case of stock options or stock appreciation rights ("SARs"), have an exercise price per share of AAG common stock equal to the exercise price per share of the US Airways Group stock options or SARs. |
(4) | The stock appreciation right vests in increments of one third on each of April 11, 2013, April 11, 2014, and April 11, 2015. |
(5) | The stock appreciation right vests in increments of one third on each of April 20, 2012, April 20, 2013 and April 20, 2014. |
Remarks: Chief Operating Officer and Chief Executive Officer of US Airways, Inc. |