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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)

Rule 13d-1(d)

SCHEDULE 13D/A 0001539497-24-000264 0000921669 XXXXXXXX LIVE 3 Common Stock, par value $0.01 per share 02/18/2025 false 0001158463 477143101 JETBLUE AIRWAYS CORP 27-01 QUEENS PLAZA NORTH LONG ISLAND CITY NY 11101 Jesse A. Lynn COO (305) 422-4100 Icahn Capital LP 16690 Collins Avenue, PH-1 Sunny Isles Beach FL 33160 0001322827 N Icahn Partners Master Fund LP WC N DE 14030128.00 14030228.00 14030128.00 14030228.00 14030128.00 N 3.97 PN 0001322825 N Icahn Offshore LP OO N DE 0.00 14030228.00 0.00 14030228.00 14030228.00 N 3.97 PN 0001313666 N Icahn Partners LP WC N DE 19591507.00 19591507.00 19591507.00 19591507.00 19591507.00 N 5.55 PN 0001322826 N Icahn Onshore LP OO N DE 0.00 19591507.00 0.00 19591507.00 19591507.00 N 5.55 PN 0001412093 N Icahn Capital LP OO N DE 0.00 33621735.00 0.00 33621735.00 33621735.00 N 9.52 PN 0001412091 N IPH GP LLC OO N DE 0.00 33621735.00 0.00 33621735.00 33621735.00 N 9.52 OO 0001034563 N Icahn Enterprises Holdings L.P. OO N DE 0.00 33621735.00 0.00 33621735.00 33621735.00 N 9.52 PN 0001257324 N Icahn Enterprises G.P. Inc. OO N DE 0.00 33621735.00 0.00 33621735.00 33621735.00 N 9.52 CO 0001080113 N Beckton Corp. OO N DE 0.00 33621735.00 0.00 33621735.00 33621735.00 N 9.52 CO 0002010618 N 560 State Street LLC OO N OH 100.00 100.00 100.00 100.00 100.00 N 1 OO 0000921669 N Carl C. Icahn OO N FL 0.00 33621735.00 0.00 33621735.00 33621735.00 N 9.52 IN Common Stock, par value $0.01 per share JETBLUE AIRWAYS CORP This Amendment No. 3 amends the Schedule 13D initially filed with the Securities and Exchange Commission (the "SEC") on February 12, 2024, relating to the Reporting Persons' interests in the Common Stock of the Issuer (the "Schedule 13D"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. As of February 18, 2025, the Reporting Persons may be deemed to beneficially own, in the aggregate, 33,621,735 shares of Common Stock, representing approximately 9.52% of the Issuer's outstanding shares of Common Stock, based on 353,001,047 shares of Common Stock outstanding as of January 31, 2025, as disclosed by the Issuer in its Form 10-K for the year ended December 31, 2024. Icahn Master has sole voting and sole dispositive power with regard to 14,030,128 shares of Common Stock. Each of Icahn Offshore, Icahn Capital, IPH GP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master, has shared voting power and shared dispositive power with regard to such shares of Common Stock. Icahn Partners has sole voting and sole dispositive power with regard to 19,591,507 shares of Common Stock. Each of Icahn Onshore, Icahn Capital, IPH GP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners, has shared voting power and shared dispositive power with regard to such shares of Common Stock. State Street has sole voting power and sole dispositive power and shared and shared dispositive power with respect to 100 shares of Common Stock. Each of Icahn Offshore, Icahn Capital, IPH GP, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton, Icahn Master and Mr. Icahn, by virtue of their relationships to State Street, has shared voting power and shared dispositive power with regard to such shares of Common Stock. Except as set forth in the following sentence, none of the Reporting Persons have effected any transactions with respect to the shares of Common Stock during the past sixty (60) days. On February 18, 2025, each of Icahn Master and Icahn Partners exercised Forwards that were previously entered into between February 1, 2024 and February 12, 2024, at an exercise price of $4.25 per share, which resulted in the physical settlement of an aggregate of 15,894,706 shares of Common Stock. Between February 1, 2024 and February 12, 2024, certain of the Reporting Persons entered into Forwards providing for the purchase by such Reporting Persons of an aggregate of 15,894,706 shares of Common Stock at an exercise price of $4.25 per share. On February 18, 2025, the Reporting Persons exercised all of the Forwards and acquired an aggregate of 15,894,706 shares of Common Stock. Icahn Partners Master Fund LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 02/19/2025 Icahn Offshore LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 02/19/2025 Icahn Partners LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 02/19/2025 Icahn Onshore LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 02/19/2025 Icahn Capital LP /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 02/19/2025 IPH GP LLC /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 02/19/2025 Icahn Enterprises Holdings L.P. /s/ Ted Papapostolou Ted Papapostolou / Chief Financial Officer 02/19/2025 Icahn Enterprises G.P. Inc. /s/ Ted Papapostolou Ted Papapostolou / Chief Financial Officer 02/19/2025 Beckton Corp. /s/ Ted Papapostolou Ted Papapostolou / Vice President 02/19/2025 560 State Street LLC /s/ Jesse Lynn Jesse Lynn / Chief Operating Officer 02/19/2025 Carl C. Icahn /s/ Carl C. Icahn Carl C. Icahn 02/19/2025