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United Continental Holdings Inc. (UAL): Altimeter Capital Management Reaches Agreement with Company

As revealed in a recent 13D filing with the US SEC,  Brad Gerstner‘s Altimeter Capital Management entered into a settlement agreement with the United Continental Holdings Inc. (NYSE:UAL) together with  Paul Reeder and Edward Shapiro‘s PAR Capital Managementunder the terms of which the fund granted to retreat its notice of nomination sent to the company in March current year, and the board agreed to increase its size to 17 directors and appoint Edward Shapiro, Barnaby Harford. The company will as well include Messrs. Shapiro and Harford in its slate of nominees for election to the Board of Directors at the 2016 annual meeting of stockholders and will plead in their favor. United Continental Holdings Inc. (NYSE:UAL) also granted to agree mutually with the Altimeter Capital Management to determine and appoint a new independent director to the board. Altimeter Capital Management owns 11.51 million shares of United Continental Holdings Inc. (NYSE:UAL), which account for 3.2% of the company’s outstanding stock.

United Continental Holdings Inc. (NYSE:UAL) is a holding company that offers a broad specter of transportation services mainly through its fully owned subsidiary – United Air Lines. Over the last 12 months, the company’s shares have dropped by 4.7%. For the fourth quarter of 2015, the company reported revenue of $9.04 billion and EPS of $2.54, versus slightly higher estimates of $9.11 billion and $2.62, respectively.

At the end of 2015, 73 investors, among those followed by Insider Monkey, were bullish on this stock, including Altimeter Capital Management with the biggest position, worth about $610.2 million. The second largest stake was held by  PAR Capital Management, and other investors that reported long positions in this stock are Cliff Asness’s AQR Capital Management, Thomas E. Claugus’ GMT Capital and Donald Chiboucis’s Columbus Circle Investors.

Hedge funds that have lost interest in this stock, and cut off their shares are Will Snellings’ Marianas Fund Management, which dropped the biggest position, worth about $74.3 million, Mike Masters’s Masters Capital Management, which dumped about 57.3 million worth of shares.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
ALTIMETER CAPITAL MANAGEMENT 0 11,509,268 0 11,509,268 11,509,268 3.2%
ALTIMETER PARTNERS FUND 0 11,509,268 0 11,509,268 11,509,268 3.2%
BRAD GERSTNER 0 11,509,268 0 11,509,268 11,509,268 3.2%
BARNABY HARFORD 40,000 0 40,000 0 40,000 Less than 0.1%

Brad Gerstner
Brad Gerstner
Altimeter Capital Management

Page 1 of 8 – SEC Filing

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)*
Under the Securities Exchange Act of 1934

United Continental
Holdings, Inc.

(Name of Issuer)

Common Stock,
par value $0.01 per share

(Title of Class of Securities)

910047109

(CUSIP Number)

Altimeter Capital Management, LP

One International Place

Suite 2400

Boston, MA 02110

with a copy to:

Marc Weingarten, Esq.

Eleazer Klein, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 19,
2016

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule
13d-1(f) or Rule 13d-1(g), check the following box. [ ]

(Page 1 of 8 Pages)

______________________________

* 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 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).

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Page 2 of 8 – SEC Filing

1

NAME OF REPORTING PERSON

ALTIMETER CAPITAL MANAGEMENT, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

11,509,268 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

11,509,268 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

11,509,268 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%

14

TYPE OF REPORTING PERSON

IA, PN

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Page 3 of 8 – SEC Filing

1

NAME OF REPORTING PERSON

ALTIMETER PARTNERS FUND, L.P.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC, OO (see Item 3)

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

11,509,268 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

11,509,268 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

11,509,268 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%

14

TYPE OF REPORTING PERSON

PN

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Page 4 of 8 – SEC Filing

1

NAME OF REPORTING PERSON

BRAD GERSTNER

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

11,509,268 shares of Common Stock

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

11,509,268 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

11,509,268 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.2%

14

TYPE OF REPORTING PERSON

IN

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Page 5 of 8 – SEC Filing

1

NAME OF REPORTING PERSON

BARNABY HARFORD

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

PF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

40,000 shares of Common Stock

8

SHARED VOTING POWER

-0-

9

SOLE DISPOSITIVE POWER

40,000 shares of Common Stock

10

SHARED DISPOSITIVE POWER

-0-

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

40,000 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 0.1%

14

TYPE OF REPORTING PERSON

IN

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Page 6 of 8 – SEC Filing

This Amendment No. 2 (“Amendment No.
2
”) amends and supplements the statements on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”)
on January 26, 2016 (the “Original Schedule 13D”) and Amendment No. 1 to the Original Schedule 13D, filed with
the SEC on March 8, 2016 (“Amendment No. 1,” together with this Amendment No. 2 and the Original Schedule 13D,
the “Schedule 13D”) with respect to the common stock, par value $0.01 per share (the “Common Stock”),
of United Continental Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used herein and
not otherwise defined in this Amendment No. 2 have the meanings set forth in the Original Schedule 13D and Amendment No. 1. This
Amendment No. 2 amends Items 2, 4, 5, 6, and 7 as set forth below.

Item 2. IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:

As a result of the Settlement Agreement (as defined in Item 4), the Reporting Persons and PAR may no longer be deemed members of “group” as defined in Rule 13d-5 of the Exchange Act, and the Reporting Persons shall cease to be Reporting Persons immediately following the filing of this Amendment No. 2.  A copy of the Settlement Agreement is attached as Exhibit 3 to this Schedule 13D and is incorporated by reference herein.
Item 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:

On April 19, 2016,
the Altimeter Parties, the General Partner, PAR and certain affiliates of PAR (collectively, the
Settlement Parties”) entered into a settlement agreement with the Issuer (the
Settlement Agreement”) whereby the Fund agreed to withdraw its notice of nomination,
originally sent to the Issuer on March 8, 2016, and whereby the parties agreed, among other things, and
subject to certain conditions, that the Board will: (i) immediately following the execution and delivery of
the Settlement Agreement (the “Effective Time”), increase the size of the Board to
seventeen directors and appoint Edward Shapiro (“Mr. Shapiro”) and Barnaby Harford
(“Mr. Harford”) to fill the newly-created vacancies and to serve as directors on the
Board; (ii) include Messrs. Shapiro and Harford in its slate of nominees for election as directors at the
2016 annual meeting of stockholders (the “2016 Annual Meeting”) and solicit proxies in
favor of the election of Messrs. Shapiro and Harford at the 2016 Annual Meeting; and (iii) mutually agree with
the Investment Manager and PAR to identify an additional director (the “New
Independent Director
”) and appoint the New Independent Director to the Board as promptly as
possible following the Effective Time and with an outside target date of six months after the
Effective Time.  In addition, the Issuer shall include the New Independent Director in its slate
of nominees for election as directors at the 2017 annual meeting of stockholders (the “2017 Annual
Meeting
”) and solicit proxies in favor of the New Independent Director. The Settlement Parties will
also abide by certain customary standstill provisions, such provisions to last until the later of (x)
the day Mr. Shapiro is no longer a director and (y) two weeks prior to the deadline for the submission
of notices of stockholder nominations or proposals under the Issuer’s Amended and Restated Bylaws
for the 2017 Annual Meeting (the “Standstill Period”).  The standstill
provisions provide that each of the Settlement Parties agrees to cause all shares of Common
Stock beneficially owned by it to be present for quorum purposes and to be voted in favor of the
directors nominated by the Board for election or other business that may come before any shareholder meeting
during the Standstill Period, subject to certain exceptions.  The foregoing summary of the Settlement
Agreement is qualified in its entirety by reference to the full text of the Settlement Agreement, which
is attached as Exhibit 3 to this Schedule 13D and which is incorporated by reference herein.

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Page 7 of 8 – SEC Filing

Item 5. INTEREST IN SECURITIES OF THE ISSUER

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby
amended and restated in their entireties, and Item 5(e) is hereby added, as follows:

(a) The aggregate number of shares of Common Stock to which this
Schedule 13D relates is 11,549,268 shares of Common Stock, constituting approximately 3.2% of the outstanding Common Stock. All
percentages set forth herein are based upon 359,484,808 shares of Common Stock outstanding as of February 9, 2016, as reported
in the Issuer’s Annual Report on Form 10-K filed with the SEC on February 18, 2016.

Representatives of the Reporting Persons previously engaged in discussions
with PAR Capital Management, Inc. (“PAR”) regarding their strategies to enhance shareholder value, including regarding
the nomination of Mr. Harford for election to the Board. However, as a result of the Settlement Agreement, the Altimeter Parties,
Mr. Harford, and PAR are no longer members of “group” as defined in Rule 13d-5 of the Exchange Act, and, accordingly,
shares of Common Stock beneficially owned by each of the Altimeter Parties, PAR, and Mr. Harford are no longer deemed to be beneficially
owned by each other.

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 the cover pages to 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 PAR or any
other stockholder of the Issuer to make any coordinated acquisitions of, or investment decisions with respect to, the Common Stock.

(b) Each of the Investment Manager, the Fund, and Mr.
Gerstner, has the shared power to vote or to direct the vote or to dispose or to direct the disposition of
11,509,268 shares of Common Stock. Mr. Harford has the sole power to vote or direct the vote or to dispose or direct
the disposition of 40,000 shares of Common Stock.

(e) As a result of the Settlement Agreement, on April 19,
2016, the Reporting Persons may no longer be deemed the beneficial owners (determined in accordance with Rule 13d-3 under the Exchange
Act) of more than 5% of the outstanding shares of Common Stock. Accordingly, this Amendment No. 2 constitutes an exit filing for
the Reporting Persons.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended and supplemented by
the addition of the following:

The Investment Manager is a party to the Settlement Agreement, which attached as Exhibit 3, to this Schedule 13D and is incorporated by reference herein.
Item 7. EXHIBITS
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
Exhibit Description
   
3 Settlement Agreement, dated April 19, 2016.

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Page 8 of 8 – SEC Filing

SIGNATURES

After reasonable inquiry and to the best
of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.

Date: April 20, 2016

ALTIMETER PARTNERS FUND, L.P.

By: Altimeter General Partner, LLC

Its: General Partner

 

 

By: /s/ Brad Gerstner
Brad Gerstner
Managing Member

 

 

 

 

ALTIMETER CAPITAL MANAGEMENT, LP

By: Altimeter Capital Management
General Partner, LLC

Its: General Partner

By: /s/ Brad Gerstner
Brad Gerstner
Managing Member

/s/ Brad Gerstner

BRAD GERSTNER

/s/ Barnaby Harford

BARNABY HARFORD

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