Form 4 AIRTRAN HOLDINGS INC For: Oct 07 Filed by: PAR CAPITAL MANAGEMENT INC (10K)

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, 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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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^*

PAR INVESTMENT PARTNERS LP

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE, SUITE 2400,

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AIRTRAN HOLDINGS INC [aai]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

5.25% Convertible Senior Notes due 2016

$ 6.1

10/07/2009

$ 5,500,000

⁽¹⁾

11/01/2016

Common Stock

901,639

$ 100

$ 5,500,000

D ⁽²⁾

5.25% Convertible Senior Notes due 2016

$ 6.1

10/07/2009

$ 5,500,000

⁽¹⁾

11/01/2016

Common Stock

901,639

$ 100

$ 5,500,000

footnote ⁽³⁾

5.25% Convertible Senior Note due 2016

$ 6.1

10/07/2009

$ 5,500,000

⁽¹⁾

11/01/2016

Common Stock

901,639

$ 100

$ 5,500,000

footnote ⁽⁴⁾

5.5% Convertible Senior Notes due 2015

$ 3.84

10/08/2009

$ 1,000,000

⁽¹⁾

08/16/2015

Common Stock

260,417

$ 152.75

$ 1,000,000

D ⁽²⁾

5.5% Convertible Senior Note due 2015

$ 3.84

10/08/2009

$ 1,000,000

⁽¹⁾

08/16/2015

Common Stock

260,417

$ 152.75

$ 1,000,000

footnote ⁽³⁾

5.5% Convertible Senior Notes due 2015

$ 3.84

10/08/2009

$ 1,000,000

⁽¹⁾

08/16/2015

Common Stock

260,417

$ 152.75

$ 1,000,000

footnote ⁽⁴⁾

1. Name and Address of Reporting Person^*

PAR INVESTMENT PARTNERS LP

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE, SUITE 2400

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PAR Group, L.P.

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE, SUITE 2401

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PAR CAPITAL MANAGEMENT INC

(Last)

(First)

(Middle)

ONE INTERNATIONAL PLACE SUITE 2401

(Street)

BOSTON

02110

(City)

(State)

(Zip)

Explanation of Responses:
1. The Convertible Notes are convertible at any time at the option of the holder.
2. These securities are held directly by PAR Investment Partners, L.P. ("PIP").
3. These securities are held directly by PIP. PAR Group, L.P. ("PAR Group") is the general partner of PIP. PAR Group disclaims beneficial ownership of these securities except to the extent of the pecuniary interest, if any, in such securities as a result of PAR Group's general partner interest in PIP and contingent right to a performance based advisory fee.
4. These securities are directly held by PIP. PAR Capital Management, Inc. ("PCM") is the general partner of PAR Group which is the general partner of PIP. PCM disclaims beneficial ownership of these securities except to the extent of the pecuniary interest, if any, in such securities as a result of PCM's general partnership interest in PAR Group.
Remarks: The common stock held by PIP after these transactions is 13,215,384. This number includes the underlying common stock relating to both Senior Convertible Notes held by PIP as well as common stock held by PIP.

	Gina DiMento, General Counsel	10/09/2009
	** 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.

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