UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
JETBLUE AIRWAYS CORPORATION
---------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
477143101
---------
(CUSIP Number)
December 31, 2004
-----------------
(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 on 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 following pages
Page 1 of 13 Pages
Exhibit Index: Page 12
SCHEDULE 13G
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 11,137,055
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 11,137,055
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,137,055
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)
10.7%
12 Type of Reporting Person (See Instructions)
OO; IV
SCHEDULE 13G
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 11,137,055
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 11,137,055
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,137,055
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)
10.7%
12 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13G
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 11,137,055
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 11,137,055
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,137,055
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)
10.7%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
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 11,137,055
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 11,137,055
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,137,055
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)
10.7%
12 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13G
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 12,909,538
Shares
Beneficially 6 Shared Voting Power
Owned By 3,791,175
Each
Reporting 7 Sole Dispositive Power
Person 12,909,538
With
8 Shared Dispositive Power
3,791,175
9 Aggregate Amount Beneficially Owned by Each Reporting Person
16,700,713
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)
16.0%
12 Type of Reporting Person (See Instructions)
IA
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:
The 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, SFM Domestic Investments LLC, a Delaware limited liability
company ("SFM Domestic Investments"), and Open Society Institute, a New York
trust ("OSI").
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, the sole managing member of SFM Domestic Investments
and a trustee of OSI.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the 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.
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 Rule 13d-1(b), or
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, 2004, 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 the 11,137,055 Shares
held for the account of QIP.
(ii) Mr. Soros may be deemed the beneficial owner of
16,700,713 Shares. This number includes (A) 11,137,055
Shares held for the account of QIP, (B) 1,772,483 Shares
held for the account of SFM Domestic Investments, and
(C) 3,791,175 Shares held for the account of OSI.
Item 4(b). Percent of Class:
(i) The number of Shares of which each of QIP, QIHMI, QIH
Management and SFM LLC may be deemed to be the
beneficial owner constitutes approximately 10.7% of the
total number of Shares outstanding (based upon
information provided by the Issuer in a post-effective
amendment to its registration statement on Form S-3, the
total number of Shares outstanding as of December 31,
2004 was 104,236,599).
(ii) The number of Shares of which Mr. Soros may be deemed to
be the beneficial owner constitutes approximately 16.0%
of the total number of Shares outstanding.
Page 9 of 13 Pages
Item 4(c). Number of shares as to which such person has:
QIP, QIHMI, QIH Management and SFM LLC:
--------------------------------------
(i) Sole power to vote or to direct the vote: 11,137,055
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the
disposition of: 11,137,055
(iv) Shared power to dispose or to direct the
disposition of: 0
Mr. Soros:
---------
(i) Sole power to vote or to direct the vote: 12,909,538
(ii) Shared power to vote or to direct the vote: 3,791,175
(iii) Sole power to dispose or to direct the
disposition of: 12,909,538
(iv) Shared power to dispose or to direct the
disposition of: 3,791,175
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
(i) 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.
(ii) Certain members of SFM Domestic Investments have the
right to participate in the receipt of dividends from, and proceeds from the
sale of, the Shares held for the account of SFM Domestic Investments in
accordance with their membership interests in SFM Domestic Investments.
(iii) 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.
Page 10 of 13 Pages
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
This Item 10 is not applicable.
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, 2005 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Attorney-in-Fact
Date: February 14, 2005 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, 2005 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, 2005 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 GEORGE SOROS
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Attorney-in-Fact
Page 12 of 13 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated as of February 14, 2005,
by and among Quantum Industrial Partners LDC, QIH
Management Investor, L.P., QIH Management LLC, Soros
Fund Management LLC and Mr. George Soros 13
Page 13 of 13 Pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that Amendment No. 3 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, 2005, 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, 2005 QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Attorney-in-Fact
Date: February 14, 2005 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, 2005 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, 2005 SOROS FUND MANAGEMENT LLC
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Assistant General Counsel
Date: February 14, 2005 GEORGE SOROS
By: /s/ Jodye M. Anzalotta
--------------------------------
Jodye M. Anzalotta
Attorney-in-Fact