UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 2615, 2016

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-49697 06-1449146

(Commission File Number) (IRS Employer Identification No.)

8909 Purdue Road

Suite 300

Indianapolis, IN 46268

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (317) 484-6000

None.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On ~~October~~November 2015, 2016, Republic Airways Holdings Inc. (the "Company," or "we," or "us"), along with Republic Airline Inc. ("Republic") (a wholly-owned subsidiary of the Company), and ~~Bombardier~~Embraer ~~Inc~~S.A. (~~"Bombardier"),~~formerly ~~Learjet,~~Embraer ~~Inc.,~~- ~~and~~Empresa CBrasileira ~~Series~~de ~~Aircraft~~Aeronautica ~~Limited~~S.A) ~~Partnership~~and affiliates (collectively, "Embraer," or the "~~Bombardier~~Embraer Parties") entered into ~~Contract~~a ~~Change~~Letter ~~Order~~of ~~No.~~Intent 3Regarding Embraer - Republic Global Settlement (the "~~Amendment~~Global Settlement") to amend certain contractual relationships between the ~~original~~Company ~~aircraft~~and ~~purchase~~the ~~agreement~~Embraer ~~with~~Parties. ~~Bombardier~~The Global Settlement calls for, ~~dated~~among ~~February~~other 25arrangements, ~~2010~~(1) cancellation of remaining firm and option aircraft scheduled in the Amended and Restated Purchase Agreement COM0191-10 (the "Purchase Agreement"), ~~for~~(2) return ~~the~~to ~~delivery~~Republic of 40a ~~Bombardier~~portion ~~CS300~~of ~~Series~~the ~~aircraft~~predelivery ~~with~~payments ~~the~~made ~~option~~ to ~~purchase~~Embraer upunder tothe anPurchase ~~additional~~Agreement, 40(3) ~~aircraft.~~assumption ~~The~~of ~~Amendment~~our ~~provided~~existing ~~for~~heavy ~~deferral~~maintenance ofrelationship ~~(1)~~with ~~scheduled~~Embraer ~~aircraft~~in ~~payments~~its tocurrent ~~Bombardier~~form, and (24) ~~scheduled~~an ~~aircraft~~orderly ~~deliveries,~~termination asof ~~previously~~Republic's ~~scheduled~~participation ~~under~~in the ~~Purchase~~E-Jet ~~Agreement.~~parts pool agreement.

InUnder ~~addition,~~ the ~~Company~~terms ~~and~~of the ~~Bombardier~~Global ~~Parties~~Settlement, ~~reached~~in asatisfaction ~~settlement~~of ~~agreement (~~the ~~"Settlement")~~Embraer toParties’ ~~provide~~claims ~~for~~asserted aagainst ~~general~~the ~~unsecured~~Company ~~claim~~and inRepublic, the ~~amount~~Embraer ofParties ~~$1.5~~will ~~million~~receive ~~and~~reimbursement anfor ~~administrative~~legal ~~claim~~fees ofincurred ~~$0.7~~in ~~million~~connection ~~for~~with ~~the~~our ~~satisfaction~~Chapter of11 ~~certain~~Bankruptcy ~~claims~~proceeding ~~asserted~~and ~~against~~receive allowed prepetition claims in the ~~Company~~aggregate ~~and~~amount ~~Republic~~of $99.0 million.

~~The~~In ~~Company~~addition, ~~filed~~on aNovember ~~motion~~15, in2016, ~~the~~ United ~~States~~Airlines, ~~Bankruptcy~~Inc. ~~Court~~("United ~~for~~Airlines") and the ~~Southern~~Company ~~District~~agreed ofto ~~New~~Amendment ~~York~~No. 15 (the "~~Bankruptcy Court~~Amendment") to ~~seek~~the ~~approval~~original ~~for~~United ~~the~~Express ~~Settlement~~Agreement ~~and~~dated ~~the~~December ~~Amendment. The~~28, ~~motion~~2006 isto ~~scheduled~~expand toour becurrent ~~heard~~E175 ~~before~~operation with United Airlines with the ~~Bankruptcy~~placement ~~Court~~of onadditional ~~November~~E175 ~~17,~~aircraft ~~2016~~into service. ~~The~~Aircraft ~~agreements~~deliveries ~~will~~are ~~become~~expected ~~effective~~to ~~following~~commence ~~issuance~~in ofApril ~~the~~2017 ~~approval~~under ~~order~~customary bycommercial ~~the~~leasing ~~Bankruptcy~~arrangements ~~Court~~with United Airlines.

The Company filed both motions in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") seeking approval for the Global Settlement and the Amendment. The motions are scheduled to be heard before the Bankruptcy Court on December 8, 2016. The Global Settlement and the Amendment will become effective following issuance of the respective approval orders by the Bankruptcy Court and satisfaction of the conditions set forth in the agreements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REPUBLIC AIRWAYS HOLDINGS INC.

By: /s/ Joseph P. Allman

Name: Joseph P. Allman


Title:	Senior Vice President and Chief Financial Officer

Dated: ~~October~~November 2617, 2016

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