UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
JETBLUE AIRWAYS CORPORATION
---------------------------
(Name of Issuer)
Common Stock, $0.01 Par Value Per Share
---------------------------------------
(Title of Class of Securities)
477143101
---------
(CUSIP Number)
December 31, 2003
-----------------
(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 12 Pages
SCHEDULE 13G
CUSIP No. 477143101 Page 2 of 12 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 11,803,916
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 11,803,916
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,803,916
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)
11.6%
12 Type of Reporting Person (See Instructions)
OO; IV
SCHEDULE 13G
CUSIP No. 477143101 Page 3 of 12 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 11,803,916
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 11,803,916
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,803,916
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)
11.6%
12 Type of Reporting Person (See Instructions)
PN; IA
SCHEDULE 13G
CUSIP No. 477143101 Page 4 of 12 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 11,803,916
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 11,803,916
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,803,916
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)
11.6%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 477143101 Page 5 of 12 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 11,803,916
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 11,803,916
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
11,803,916
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)
11.6%
12 Type of Reporting Person (See Instructions)
OO; IA
SCHEDULE 13G
CUSIP No. 477143101 Page 6 of 12 Pages
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
SFM DOMESTIC INVESTMENTS 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 1,878,615
Shares
Beneficially 6 Shared Voting Power
Owned By 0
Each
Reporting 7 Sole Dispositive Power
Person 1,878,615
With
8 Shared Dispositive Power
0
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,878,615
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)
1.8%
12 Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No. 477143101 Page 7 of 12 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 13,682,531
Shares
Beneficially 6 Shared Voting Power
Owned By 4,018,182
Each
Reporting 7 Sole Dispositive Power
Person 13,682,531
With
8 Shared Dispositive Power
4,018,182
9 Aggregate Amount Beneficially Owned by Each Reporting Person
17,700,713
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)
17.3%
12 Type of Reporting Person (See Instructions)
IA
Page 8 of 12 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");
v) SFM Domestic Investments LLC ("SFM Domestic Investments");
and
vi) Mr. George Soros ("Mr. Soros").
This Statement relates to Shares (as defined herein) held for
the accounts of QIP, SFM Domestic Investments and Open Society Institute, a New
York trust ("OSI").
QIHMI, an investment advisory firm, is vested with investment
discretion over the Shares 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 and the sole managing member of
SFM Domestic Investments. Mr. Soros serves as 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, SFM Domestic Investments, 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;
v) SFM Domestic Investments is a Delaware limited liability
company; and
vi) Mr. Soros is a United States citizen.
Page 9 of 12 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, 2003, each of the Reporting Persons may be
deemed 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 11,803,916 Shares
held for the account of QIP.
(ii) SFM Domestic Investments may be deemed the beneficial
owner of 1,878,615 Shares held for its account.
(iii) Mr. Soros may be deemed the beneficial owner of
17,700,713 Shares. This number includes (A)
11,803,916 Shares held for the account of QIP, (B)
1,878,615 Shares held for the account of SFM Domestic
Investments, and (C) 4,018,182 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 11.6% of
the total number of Shares outstanding (based upon
information provided by the Issuer in its
most recent annual report on Form 10-K, the total
number of Shares outstanding as of January 31, 2004
was 102,168,722).
(ii) The number of Shares of which SFM Domestic
Investments may be deemed to be the beneficial owner
constitutes approximately 1.8% of the total number
of Shares outstanding.
(iii) The number of Shares of which Mr. Soros may be deemed
to be the beneficial owner constitutes approximately
17.3% of the total number of Shares outstanding.
Page 10 of 12 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: 11,803,916
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 11,803,916
(iv) Shared power to dispose or to direct the disposition of: 0
SFM Domestic Investments:
-------------------------
(i) Sole power to vote or to direct the vote: 1,878,615
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 1,878,615
(iv) Shared power to dispose or to direct the disposition of: 0
Mr. Soros:
----------
(i) Sole power to vote or to direct the vote: 13,682,531
(ii) Shared power to vote or to direct the vote: 4,018,182
(iii) Sole power to dispose or to direct the disposition of: 13,682,531
(iv) Shared power to dispose or to direct the disposition of: 4,018,182
Item 5. Ownership of Five Percent or Less of a Class:
SFM Domestic Investments has ceased to be the beneficial
owner of more than five percent of the outstanding Shares.
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.
Page 11 of 12 Pages
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.
Page 12 of 12 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 17, 2004 QUANTUM INDUSTRIAL PARTNERS LDC
By:/s/ John F. Brown
---------------------------------
John F. Brown
Attorney-in-Fact
QIH MANAGEMENT INVESTOR, L.P.
By: QIH Management LLC,
its General Partner
By: Soros Fund Management LLC
its Managing Member
By:/s/ John F. Brown
--------------------------
John F. Brown
Assistant General Counsel
QIH MANAGEMENT LLC
By: Soros Fund Management LLC
its Managing Member
By:/s/ John F. Brown
--------------------------
John F. Brown
Assistant General Counsel
SOROS FUND MANAGEMENT LLC
By:/s/ John F. Brown
--------------------------
John F. Brown
Assistant General Counsel
SFM DOMESTIC INVESTMENTS LLC
By: George Soros
Its Managing Member
By:/s/ John F. Brown
--------------------------
John F. Brown
Attorney-in-Fact
GEORGE SOROS
By:/s/ John F. Brown
--------------------------
John F. Brown
Attorney-in-Fact