Edgar Filing: HAWAIIAN HOLDINGS INC

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Hershfield Lawrence

2. Issuer Name and Ticker or Trading Symbol
HAWAIIAN HOLDINGS INC [HA]

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

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

(Last)

(First)

(Middle)

C/O HAWAIIAN HOLDINGS, INC., 3375 KOAPAKA ST., SUITE G-350

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2008

(Street)

HONOLULU, HI 96819

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/07/2008		J⁽¹⁾		3,572,363	D	$ 0	1,654,498	I	See Footnote 2. ⁽²⁾
Common Stock	05/07/2008		J⁽³⁾		860,560	A	$ 0	2,515,058	I	See Footnote 4. ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Hershfield Lawrence C/O HAWAIIAN HOLDINGS, INC. 3375 KOAPAKA ST., SUITE G-350 HONOLULU, HI 96819	X	X

Signatures

/s/ Lawrence S. Hershfield		05/07/2008
^**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)	3,066,827 shares of Common Stock beneficially owned indirectly through RC Aviation, LLC and 505,536 shares of Common Stock beneficially owned indirectly through RC Aviation Management, LLC, distributed to the members of RC Aviation, LLC pursuant to that certain Second Amended and Restated Limited Liability Company Operating Agreement dated as of June 1, 2005 by and between RC Aviation, LLC and its members (the "Operating Agreement").
(2)	Consists of 1,461,165 shares of Common Stock beneficially owned indirectly through RC Aviation Management, LLC and the remainder beneficially owned directly by Reporting Person.
(3)	Distribution to RC Aviation Management, LLC pursuant to the Operating Agreement (allocation of shares to RC Aviation Management, LLC from RC Aviation, LLC pursuant to the transaction described in FN1 above).
(4)	Consists of 2,321,725 shares of Common Stock beneficially owned indirectly through RC Aviation Managment, LLC and the remainder beneficially owned directly by Reporting Person. None of the foregoing acquisitions or dispositions involved open market transactions.

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