Edgar Filing: TILTON GLENN F

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

TILTON GLENN F

2. Issuer Name and Ticker or Trading Symbol
United Continental Holdings, Inc. [UAL]

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

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

(Last)

(First)

(Middle)

P.O. BOX 66100 - HDQLD

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2010

(Street)

CHICAGO, IL 60666

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	10/01/2010		D		27,546	D	$ 25	131,634	D
Common Stock	10/01/2010		A		207,060	A	⁽¹⁾ ⁽²⁾	508,668	D
Common Stock	10/01/2010		M		449,034	A	$ 0 ⁽¹⁾	787,728	D

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

Restricted Stock Units

⁽²⁾

10/01/2010

449,034

⁽²⁾

Common Stock

449,034

⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
TILTON GLENN F P.O. BOX 66100 - HDQLD CHICAGO, IL 60666	X

Signatures

/s/ Lydia J. Mathas for Glenn F. Tilton		10/05/2010
^**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)	Pursuant to the terms of the letter agreement by and between Mr. Tilton and UAL Corporation, Mr. Tilton was granted restricted shares in consideration for his waiver of cash severance that he was entitled to upon termination of his employment. The restricted stock awards fully vest upon the occurrence of the earlier of (a) December 31, 2012, (b) the termination of Mr. Tilton's service as Chairman of the Board of Directors due to death, disability or removal without cause or (c) his retirement with the consent of the Board of Directors.
(2)	Each restricted stock unit represented the economic equivalent of one share of common stock. As described in footnote (1), the restricted stock units were settled in restricted shares of the Company's common stock as of October 1, 2010. 180,223 restricted shares vest on April 1, 2011, 180,224 vest on April 1, 2012, and 88,567 vest on December 31, 2012, subject to earlier vesting upon the termination of Mr. Tilton's service as Chairman of the Board of Directors due to death, disability or removal without cause or his retirement with the consent of the Board of Directors.

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