Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Priest Stephen J
  2. Issuer Name and Ticker or Trading Symbol
JETBLUE AIRWAYS CORP [JBLU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP Chief Financial Officer
(Last)
(First)
(Middle)
C/O JETBLUE AIRWAYS CORPORATION, 27-01 QUEENS PLAZA NORTH
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2019
(Street)

LONG ISLAND CITY, NY 11101
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 02/25/2019   M   1,426 A (1) 15,539 D  
Common Stock 02/25/2019   F   485 (6) D $ 17.22 15,054 D  
Common Stock 02/25/2019   M   4,258 A (1) 17,183 D  
Common Stock 02/25/2019   F   1,448 (6) D $ 17.22 17,864 D  
Common Stock 02/25/2019   M   6,394 A (1) 24,258 D  
Common Stock 02/25/2019   F   2,173 (6) D $ 17.22 22,085 D  

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 02/25/2019   A   27,536     (2)   (2) Common Stock 27,536 (1) 62,312 D  
Restricted Stock Units (1) 02/25/2019   M     1,426   (5)   (5) Common Stock 1,426 (1) 60,886 D  
Restricted Stock Units (1) 02/25/2019   M     4,258   (4)   (4) Common Stock 4,258 (1) 56,628 D  
Restricted Stock Units (1) 02/25/2019   M     6,394   (3)   (3) Common Stock 6,394 (1) 50,234 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Priest Stephen J
C/O JETBLUE AIRWAYS CORPORATION
27-01 QUEENS PLAZA NORTH
LONG ISLAND CITY, NY 11101
      EVP Chief Financial Officer  

Signatures

 /s/ Eileen McCarthy by power of attorney for Stephen J. Priest   02/27/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Upon vesting, Reporting Person is entitled to receive one share of common stock for each restricted stock unit.
(2) The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 25, 2019.
(3) The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 22, 2018.
(4) The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 24, 2017.
(5) The restricted stock units vest in equal annual installments over a three year period, measured from the vesting commencement date of February 24, 2016.
(6) These shares were automatically withheld and returned to JetBlue to cover tax obligations upon RSU vesting, in accordance with JetBlue policy for all RSU vesting of RSU eligible employees in the United States.

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