UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5*)
JETBLUE AIRWAYS CORPORATION
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)
477143101
(CUSIP Number)
December 31, 2006
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on the following page(s)
Page 1 of 13 Pages
Exhibit Index: Page 12
SCHEDULE 13GA
CUSIP No. 477143101 Page 2 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QUANTUM INDUSTRIAL PARTNERS LDC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 6,719,087
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,719,087
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,719,087
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
3.8%
12 Type of Reporting Person (See Instructions)
OO; IV
SCHEDULE 13GA
CUSIP No. 477143101 Page 3 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH MANAGEMENT INVESTOR, L.P.
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 6,719,087
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,719,087
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,719,087
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
3.8%
12 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13GA
CUSIP No. 477143101 Page 4 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
QIH MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 6,719,087
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,719,087
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,719,087
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
3.8%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13GA
CUSIP No. 477143101 Page 5 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SOROS FUND MANAGEMENT LLC
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
DELAWARE
5 Sole Voting Power
Number of 6,719,087
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 6,719,087
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
6,719,087
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[X]
11 Percent of Class Represented By Amount in Row (9)
3.8%
12 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13GA
CUSIP No. 477143101 Page 6 of 13 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
GEORGE SOROS (in the capacity described herein)
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
UNITED STATES
5 Sole Voting Power
Number of 11,279,601
Shares
Beneficially 6 Shared Voting Power
Owned By 5,686,762
Each
Reporting 7 Sole Dispositive Power
Person 11,279,601
With
8 Shared Dispositive Power
5,686,762
9 Aggregate Amount Beneficially Owned by Each Reporting Person
16,966,363
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions)
[ ]
11 Percent of Class Represented By Amount in Row (9)
9.7%
12 Type of Reporting Person (See Instructions)
IA; IN
SCHEDULE 13GA
CUSIP No. 477143101 Page 7 of 13 Pages
Item 1(a) Name of Issuer:
JetBlue Airways Corporation (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive Offices:
118-29 Queens Boulevard
Forest Hills, New York 11375
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):
(i) Quantum Industrial Partners LDC ("QIP");
(ii) QIH Management Investor, L.P. ("QIHMI");
(iii) QIH Management LLC ("QIH Management");
(iv) Soros Fund Management LLC ("SFM LLC"); and
(v) Mr. George Soros ("Mr. Soros").
This statement relates to Shares (as defined herein) held for the
accounts of QIP, Open Society Institute, a New York trust ("OSI"), Geosor
Corporation, a New York corporation ("Geosor"), and Mr. Soros.
QIHMI, an investment advisory firm is a minority shareholder of, and
is vested with investment discretion with respect to portfolio assets held for
the account of, QIP. The sole general partner of QIHMI is QIH Management. SFM
LLC is the sole managing member of QIH Management. Mr. Soros is the chairman of
SFM LLC, a trustee of OSI and the sole shareholder of Geosor.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address and principal business office of each of QIHMI, QIH
Management, SFM LLC, and Mr. Soros is 888 Seventh Avenue, 33rd Floor, New York,
New York, 10106. The address of the principal business office of QIP is Kaya
Flamboyan 9, Willemstad, Curacao, Netherlands Antilles.
Item 2(c) Citizenship:
(i) QIP is a Cayman Islands exempted limited duration company;
(ii) QIHMI is a Delaware limited partnership;
(iii) QIH Management is a Delaware limited liability company;
(iv) SFM LLC is a Delaware limited liability company; and
(v) Mr. Soros is a United States citizen.
SCHEDULE 13GA
CUSIP No. 477143101 Page 8 of 13 Pages
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value per share (the "Shares").
Item 2(e) CUSIP Number:
477143101
Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of December 31, 2006, each of the Reporting Persons may be deemed
to be the beneficial owner of the following number of Shares:
(i) Each of QIP, QIHMI, QIH Management and SFM LLC may be deemed
the beneficial owner of 6,719,087 Shares. This number consists
of 6,705,587 Shares held for the account of QIP and 13,500
Shares issuable upon exercise of 13,500 options held for the
benefit of QIP.
(ii) Mr. Soros may be deemed the beneficial owner of 16,966,363
Shares. This number consists of (A) 6,705,587 Shares held for
the account of QIP and 13,500 Shares issuable upon exercise of
13,500 options held for the benefit of QIP, (B) 1,088,361
Shares held for the benefit of Geosor and 3,472,153 Shares held
by Mr. Soros, and (C) 5,686,762 Shares held for the account of
OSI.
Item 4(b) Percent of Class:
(i) The number of Shares of which QIP, QIHMI, QIH Management and
SFM LLC may be deemed the beneficial owner constitutes
approximately 3.8% of the total number of Shares outstanding
(based upon information provided by the Issuer the total number
of Shares outstanding as of September 30, 2006 was
175,712,310).
(ii) The number of Shares of which Mr. Soros may be deemed the
beneficial owner constitutes approximately 9.7% of the total
number of Shares outstanding.
Item 4(c) Number of shares as to which the person has:
QIP
(i) Sole power to vote or to direct the vote: 6,719,087
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 6,719,087
(iv) Shared power to dispose or to direct the disposition of: 0
SCHEDULE 13GA
CUSIP No. 477143101 Page 9 of 13 Pages
QIHMI
-----
(i) Sole power to vote or to direct the vote: 6,719,087
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 6,719,087
(iv) Shared power to dispose or to direct the disposition of: 0
QIH Management
--------------
(i) Sole power to vote or to direct the vote: 6,719,087
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 6,719,087
(iv) Shared power to dispose or to direct the disposition of: 0
SFM LLC
-------
(i) Sole power to vote or to direct the vote: 6,719,087
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 6,719,087
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros
---------
(i) Sole power to vote or to direct the vote: 11,279,601
(ii) Shared power to vote or to direct the vote: 5,686,762
(iii) Sole power to dispose or to direct the disposition of: 11,279,601
(iv) Shared power to dispose or to direct the disposition of: 5,686,762
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following |X| .
As of December 31, 2006, each of QIP, QIHMI, QIH Management and SFM
LLC may no longer be deemed the beneficial owner of more than five percent of
the Shares.
SCHEDULE 13GA
CUSIP No. 477143101 Page 10 of 13 Pages
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
The shareholders of QIP, including Quantum Industrial Holdings Ltd.,
a British Virgin Islands international business company, have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
Shares held for the account of QIP in accordance with their ownership interests
in QIP.
OSI has the sole right to participate in the receipt of dividends
from, and proceeds from the sale of, the Shares held for its account.
The inclusion of securities held for the account of OSI shall not be
deemed an admission that Mr. Soros has or may be deemed to have beneficial
ownership of such securities.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
SCHEDULE 13GA
CUSIP No. 477143101 Page 11 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Date: February 14, 2007 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Attorney-in-Fact
Date: February 14, 2007 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2007 QIH MANAGEMENT LLC
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2007 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2007 GEORGE SOROS
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Attorney-in-Fact
SCHEDULE 13GA
CUSIP No. 477143101 Page 12 of 13 Pages
EXHIBIT INDEX
Page No.
A. Joint Filing Agreement, dated as of February 14, 2007, by
and among Quantum Industrial Partners LDC, QIH Management
Investor, L.P., QIH Management LLC, Soros Fund Management LLC
and Mr. George Soros......................................... 13
SCHEDULE 13GA
CUSIP No. 477143101 Page 13 of 13 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No. 5 to the Schedule 13G
with respect to the Common Stock, $0.01 par value per share, of JetBlue Airways
Corporation, dated as of February 14, 2007, is, and any amendments thereto
(including amendments on Schedule 13D) signed by each of the undersigned shall
be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
Date: February 14, 2007 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Attorney-in-Fact
Date: February 14, 2007 QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2007 QIH MANAGEMENT LLC
By: Soros Fund Management LLC,
its Managing Member
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2007 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2007 GEORGE SOROS
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Attorney-in-Fact