SEC FORM 4 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*
CONTINENTAL AIRLINES INC /DE/

(Last) (First) (Middle)
1600 SMITH STREET 3303D
DEPT HQSEO

(Street)
HOUSTON TX 77002

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ORBITZ INC [ ORBZ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/05/2004
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)
Code V Amount (A) or (D) Price
Class A Common Stock 04/05/2004 X(1) 66,998 D $3 0 D
Class A Common Stock 04/05/2004 P 66,998 A $26 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
PARs (short call option)(2) $3 04/05/2004 X(1) 45,159 12/19/2003 03/27/2010 See footnote(3) 66,998 (4) 23,198 D
PARs (short call option)(2) $3 04/05/2004 X(1) 45,159 12/19/2003 03/27/2010 See Footnote(5) 2,999 (4) 23,198 D
Series A Non-Voting Convertible Preferred Stock (6) 04/05/2004 X(1) 2,999 12/19/2008 03/27/2010 Class A Common Stock 2,999 $3 0 D
Series A Non-Voting Convertible Preferred Stock (6) 04/05/2004 P 2,999 12/19/2008 03/27/2010 Class A Common Stock 2,999 $26 0 D
Explanation of Responses:
1. Reflects conversion or exercise of derivative security, exempt pursuant to Rule 16b-6(b).
2. Cash settled call option based on the value of the underlying Orbitz security issued to employees of Continental pursuant to the Continental Airlines, Inc. Incentive Plan 2000, Officer Retention and Incentive Award Program (the "Program").
3. Upon exercise, employees of the Reporting Person holding the PARs will be entitled to a cash payment from the Reporting Person equal to the per share appreciation in the value of the underlying Class A Common Stock over the per share exercise price of derivative security.
4. Not applicable
5. Upon exercise, employees of the Reporting Person holding the PARs will be entitled to a cash payment from the Reporting Person equal to the per share appreciation in value of the underlying Series A Non-Voting Convertible Preferred Stock over the per share exercise price of the derivative security.
6. 1 for 1
/s/ Jennifer Vogel, Senior Vice President and Secretary 04/07/2004
** 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).
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