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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 | ||||||||
| Series B ESOP Convertible Preferred Stock | (6) | 07/10/1989 | (6) | Common Stock | (6) | 984.385 (7) | I | By Plan in ESOP Portion of Account | |||||||
| Series B ESOP Convertible Preferred Stock | (6) | 02/09/2006 | M(8) | 984.385 | 07/10/1989 | (6) | Common Stock | 1,689.867 | (8) | 0 (8) | I | By Plan in ESOP Portion of Account | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Macenczak Lee A DELTA AIR LINES, INC., DEPT. 981 P.O. BOX 20574 ATLANTA, GA 30320 |
EVP & Chief of Customer Srvc. | |||
| Nanci Oliver Sloan as attorney-in-fact for Lee A. Macenczak | 02/13/2006 | |
| **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) | For background information regarding all of the transactions reported on this Form 4, see the paragraph titled "BACKGROUND INFORMATION ON SPECIAL DISTRIBUTION PROGRAM UNDER DELTA FAMILY-CARE SAVINGS PLAN" immediately following the footnotes. Capitalized terms used, but not defined, in the footnotes are defined in the background paragraph. |
| (2) | Reflects reporting person's proportionate interest in Common Stock held by the Plan in the Non-ESOP portion of the Plan immediately prior to the transactions reported on this Form 4. |
| (3) | Reflects reporting person's proportionate interest in Common Stock held by the Plan in the ESOP portion of the Plan immediately prior to the transactions reported on this Form 4. |
| (4) | All of the whole shares of Common Stock were distributed to the reporting person's Fidelity IRA in connection with the Distribution, as described in the background paragraph, below, and therefore are now beneficially owned directly by the reporting person. In accordance with the terms of the Plan, the fractional share was paid out in cash by the Plan in connection with the Distribution of the whole shares into the reporting person's Fidelity IRA. |
| (5) | These shares of Common Stock were issued upon conversion of the shares of Preferred Stock held in reporting person's ESOP Account in a transaction exempt under Rules 16b-3(c), 16b-3(d) and 16b-6(b). Pursuant to its terms, the Preferred Stock is required to be converted into Common Stock upon its removal from the Plan. The whole shares of Common Stock received as a result of the conversion were deposited into the reporting person's Fidelity IRA, and are now directly owned. Pursuant to the Plan terms, the fractional share was paid out in cash, and the resulting cash was also distributed to the reporting person's Fidelity IRA. |
| (6) | Preferred Stock held under the Plan. Each such share is convertible into 1.7155 shares of Common Stock, and has no expiration date. |
| (7) | Preferred Stock held in reporting person's ESOP Account immediately prior to the transactions reported on this Form 4. |
| (8) | In connection with the Distribution, these shares of Preferred Stock were converted into Common Stock at a rate of 1.7155 shares of Common Stock for each share of Preferred Stock. |
| Remarks: BACKGROUND INFORMATION ON SPECIAL DISTRIBUTION PROGRAM UNDER DELTA FAMILY-CARE SAVINGS PLAN: The transactions reported on this Form 4 occurred under a program permitting eligible Delta employees, who have participated in the broad-based Delta Family-Care Savings Plan (the "Plan") for at least five years as of December 31, 2005, to receive a distribution (the "Distribution") of the Delta common stock ("Common Stock") and Series B ESOP Convertible Preferred Stock ("Preferred Stock") in the ESOP portion of their Plan accounts ("ESOP Account"). As part of the Distribution, remaining unallocated shares of Preferred Stock were allocated to the ESOP Accounts of participants in the Distribution who chose to transfer their Distribution into a Fidelity IRA and to the ESOP Accounts of Plan participants who did not meet the eligibility requirements necessary to participate in the Distribution. Thereafter, all the shares of Common Stock and Preferred Stock held in the ESOP Accounts of Distribution participants were distributed out of the ESOP portion of the Plan. The reporting person elected to roll his Distribution into a Fidelity IRA. In accordance with its terms, each share of Preferred Stock was converted into 1.7155 shares of Common Stock upon removal from the ESOP Account on February 9, 2006, the Distribution date. The program was approved by the U.S. Bankruptcy Court on December 19, 2005. | |