Hawaiian Form 4 / Avi Mannis ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Mannis Avi

(Last)

(First)

(Middle)

C/O HAWAIIAN HOLDINGS, INC.

3375 KOAPAKA STREET, SUITE G-350

(Street)

HONOLULU

96819

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HAWAIIAN HOLDINGS INC [ HA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CHIEF MARKETING OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/18/2024		A		57,620⁽¹⁾	A	$0	129,000	D
Common Stock	09/18/2024		J⁽²⁾		2,246	D	$0	126,754	D
Common Stock	09/18/2024		D		126,754⁽³⁾	D	⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents the acquisition of shares at the closing of the Merger (as defined below) pertaining to (i) performance-based restricted stock units ("PRSUs") granted on February 23, 2022, and tied to the achievement of an adjusted EBITDA target in fiscal year 2024, (ii) PRSUs granted on April 6, 2023 and July 1, 2023, and tied to the achievement of an adjusted EBITDAR target in fiscal year 2025, and (iii) PRSUs granted on April 6, 2023 and July 1, 2023, and tied to the achievement of a total shareholder return ("TSR") or relative TSR target over the performance period.

2. The Compensation Committee of the Board of Directors determined that the TSR performance target for the PRSUs granted on February 23, 2022, was not achieved in full; therefore 2,246 shares subject to such grant were forfeited. The acquisition of shares pursuant to the PRSUs granted on February 23, 2022, and tied to the TSR performance target was previously reported on a Form 4 filed with the U.S. Securities and Exchange Commission on February 25, 2022. This disposition is exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), pursuant to Rule 16b-3 promulgated under the Act.

3. Certain of these shares are represented by previously reported restricted stock units ("RSUs"). Pursuant to the Agreement and Plan of Merger dated December 2, 2023, by and among Hawaiian Holdings, Inc. (the "Company"), Alaska Air Group, Inc., a Delaware corporation ("Parent"), and Marlin Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent ("Merger Sub"), on September 18, 2024, Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, each issued and outstanding vested and unvested RSU was cancelled and converted into the right to receive an amount equal to $18.00 in cash (the "Merger Consideration").

4. In connection with the Merger, each issued and outstanding share of the Company's Common Stock was cancelled and converted into the right to receive an amount in cash equal to the Merger Consideration.

	/s/ Aaron Alter, by power of attorney	09/19/2024
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Hawaiian (HA) Form 4HAWAIIAN / Avi Mannis ownership change