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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 | ||||||||
| Restricted Stock Units (2) | (1) | 07/30/2012 | F | 45,500 | (3) | 07/30/2012 | Common Stock | 45,500 | (4) | 129,500 | D | ||||
| Restricted Stock Units (2) | (1) | 07/30/2012 | M | 42,000 | (3) | 07/30/2012 | Common Stock | 42,000 | (5) | 87,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Tamar Tamer C/O ORBITZ WORLDWIDE, INC. 500 W. MADISON STREET, SUITE 1000 CHICAGO, IL 60661 |
President, ebookers | |||
| /s/ Alice Geene, Attorney-in-fact for Tamer Tamar | 08/01/2012 | |
| **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 represents a right to receive, in the sole discretion of the Board of Directors of Orbitz Worldwide, Inc. (the "Company"), either (i) one share of the Company's common stock as of the vesting date, or (ii) cash equal to the fair market value of one share of the Company's common stock as of the vesting date. |
| (2) | Granted under the Orbitz Worldwide, Inc. 2007 Equity and Incentive Plan, as amended and restated. |
| (3) | The restricted stock units vest in four equal installments on July 30, 2010, 2011, 2012 and 2013. |
| (4) | The shares of common stock underlying the restricted stock units reported as disposed herein were retained (but not issued) by the Company in satisfaction of tax withholding obligations associated with the vesting of such units. |
| (5) | The restricted stock units reported as disposed herein were settled for shares of the Company's common stock. |