13D Filing: PAR Capital and United Continental Holdings, Inc. (UAL)

SCHEDULE 13D

Representatives of the Reporting Persons have engaged in discussions with Altimeter Capital Management, Inc. (Altimeter) regarding
strategies to enhance shareholder value in the Issuer. As a result, the Reporting Persons may be deemed members of a group with Altimeter as defined in Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the Exchange
Act). Pursuant to such definition, the Reporting Persons and Altimeter may be deemed to beneficially own the shares of Common Stock beneficially owned by each other solely for such purposes. Altimeter has advised the Reporting Persons that
it is the beneficial owner of 11,500,668 shares of Common Stock, or 3.1% of the outstanding Common Stock. Based upon such advice, the Reporting Persons and Altimeter beneficially own a combined 25,635,379 shares of Common Stock, or 6.9% of the
outstanding Common Stock. The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by Altimeter and/or its affiliates. Accordingly, Items 11 and 13 of the cover pages to this Schedule 13D set forth the
aggregate number and percentage of outstanding shares of Common Stock that are beneficially owned by the Reporting Persons. The Reporting Persons (i) own (and will continue to own) less than 5% of the total outstanding Common Stock for purposes
of Treasury Regulation Section 1.382-2T(g), (ii) have the sole right to dividends and/or proceeds from the sale of the Common Stock reported in Item 11 of this Schedule 13D and have no dividend or voting rights in any other shares of
Common Stock, and (iii) do not have any formal or informal understanding with Altimeter or any other stockholder of the Issuer to make any coordinated acquisitions of, or investment decisions with respect to, the Common Stock.

(c) Information with respect to all transactions by the Reporting Persons relating to the Common Stock that were effected during the past sixty days is set
forth in Annex A hereto and is incorporated by reference herein.

(d) Not applicable.

(e) Not applicable.