SEC Filing - United Airlines Holdings, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CONTINENTAL AIRLINES INC /DE/

(Last)

(First)

(Middle)

1600 SMITH STREET

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/16/2003

3. Issuer Name and Ticker or Trading Symbol
ORBITZ INC [ ORBZ ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B- CO Common Stock	⁽¹⁾	⁽²⁾	Class A Common Stock	942	⁽³⁾	D
Class A LLC Units ⁽⁵⁾	⁽¹⁾	⁽²⁾	See footnote ⁽⁴⁾	4,948,572	⁽³⁾	D
Class B LLC Units ⁽⁵⁾	⁽¹⁾	⁽²⁾	See footnote ⁽⁴⁾	84	⁽³⁾	D
PARs (short-call option) ⁽⁶⁾	⁽⁷⁾	03/27/2010	See footnote ⁽⁸⁾	371,368	3	D
PARs (short-call option) ⁽⁶⁾	⁽⁷⁾	05/01/2010	See footnote ⁽⁹⁾	57	3	D
PARs (short-call option) ⁽⁶⁾	⁽⁷⁾	10/04/2010	See footnote ⁽⁸⁾	217,805	6.96	D
PARs (short-call option) ⁽⁶⁾	⁽⁷⁾	04/02/2011	See footnote ⁽⁸⁾	212,032	6.96	D
PARs (short-call option) ⁽⁶⁾	⁽⁷⁾	08/10/2011	See footnote ⁽⁸⁾	339,839	6.96	D
PARs (short-call option) ⁽⁶⁾	⁽⁷⁾	08/08/2012	See footnote ⁽⁸⁾	25,109	13.02	D

Explanation of Responses:

1. Immediate

2. None

3. 1 for 1

4. May be converted into Class A Common Stock, Series B- CO Common Stock and/or Series A Non-Voting Convertible Preferred Stock

5. Represents membership interests in Orbitz, LLC, an affiliate of the Issuer

6. 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")

7. The PARs will be subject to redemption for cash by Continental upon the occurence of a disposition of the underlying securities or, in the case of a liquidity event, as determined under the Program

8. Represents the right of the employee holding the PAR to receive on redemption from the Reporting Person a cash payment equal to the appreciation in the value of the underlying Class A and Class B LLC Units (which are convertible into Class A Common Stock, Series B-CO Common stock and/or Series A Non-Voting Convertible Preferred Stock on a 1 for 1 basis) over the exercise price of the derivative security.

9. Represents the right of the employee holding the PAR to receive on redemption from the Reporting Person a cash payment equal to the appreciation in the value of the underlying Series B-CO Common Stock (which is convertible into Class A Common Stock on a 1 for 1 basis) over the exercise price of the derivative security.

Remarks:

	Jennifer Vogel, Senior Vice President, General Counsel and Secretary	12/16/2003
	** 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 5 (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.