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*
Foxhall Irene E

(Last) (First) (Middle)
P. O. BOX 66100 HDQLD

(Street)
CHICAGO IL 60666

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
United Continental Holdings, Inc. [ UAL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec VP Comm & Gov Affairs
3. Date of Earliest Transaction (Month/Day/Year)
02/02/2014
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
Common Stock 02/02/2014 F(1) 1,945 D $45.84 57,888 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
Explanation of Responses:
1. This transaction represents the withholding of shares to pay tax withholding obligations associated with the vesting of the restricted stock award granted on February 2, 2012. This award vests in three equal annual installments.
Remarks:
Exhibit List: Exhibit 24 - Authorization and Designation.
/s/ Jennifer L. Kraft for Irene E. Foxhall 02/04/2014
** 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.
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 Number.
                                                                      Exhibit 24

United Continental Holdings, Inc.

Authorization and Designation to Sign and File Section 16 Reporting Forms and
Form 144s

        The undersigned, an officer of United Continental Holdings, Inc., a
Delaware corporation (the "Company"), does hereby authorize and designate
Jennifer L. Kraft, Sarah Hagy, Sucheta Misra or Brett J. Hart (the "Authorized
Persons") to prepare, sign and file on her behalf: (i) any and all Forms 3, 4, 5
and Form ID, including any amendments thereto, relating to equity securities of
the Company with the Securities and Exchange Commission (the "SEC") pursuant to
the requirements of Section 16 of the Securities Exchange Act of 1934, as
amended ("Section 16"), and the rules promulgated thereunder; and (ii) any and
all Forms 144 relating to equity securities of the Company with the SEC pursuant
to Rule 144 under the Securities Act of 1933, as amended, in each case which may
be necessary or desirable as a result of her ownership of or transaction in
securities of the Company. The undersigned further hereby authorizes and
designates the Authorized Persons to do and perform any and all acts for and on
her behalf as may be necessary or desirable to prepare, sign and file the forms
contemplated by this Authorization. The undersigned hereby confirms any action
relating to the preparation, signing and filing of (i) and (ii) above, performed
by the above mentioned individuals on her behalf and revokes any prior
Authorization and Designation to Sign and File Section 16 Reporting Forms and
Forms 144. This authorization, unless earlier revoked in writing, shall be valid
until the undersigned's reporting obligations under Section 16 and Rule 144 with
respect to securities of the Company shall cease.

IN WITNESS WHEREOF, the undersigned has executed this Authorization and
Designation this 29th day of January, 2014.

                                 Signature:      /s/ Irene E. Foxhall
                                                --------------------------------

                                 Printed Name:  Irene E. Foxhall
                                                --------------------------------

                                 Position:      Executive Vice President
                                                Communications and Government
                                                Affairs
                                                --------------------------------