Item 8.01. Other Events.

As previously reported, on April 20, 2020, United Airlines Holdings, Inc. ("UAL" and, together with United Airlines, Inc., the "Company") entered into a warrant agreement with the United States Department of the Treasury ("Treasury") in connection with the Payroll Support Program established under the Coronavirus Aid, Relief, and Economic Security Act (the "PSP Warrant Agreement"). Pursuant to the PSP Warrant Agreement, UAL has issued to Treasury warrants to purchase up to 4,763,841 shares of common stock (the "PSP Warrants"). The PSP Warrant Agreement entitles Treasury to customary registration rights.

On December 1, 2017, the Company filed a shelf registration statement on Form S-3 (File No. 333-221865) (the "Registration Statement"). The Registration Statement provides for the sale of securities, including shares of common stock and warrants of the Company, from time to time by UAL, its wholly-owned subsidiary United Airlines, Inc. and selling security holders who may be named in a prospectus supplement. On August 28, 2020, UAL filed a prospectus supplement providing for the resale of 4,627,141 of the PSP Warrants by one or more selling security holders from time to time, as well as the resale of up to 4,627,141 shares of common stock issuable upon exercise of such PSP Warrants. On the date hereof, UAL filed a prospectus supplement (the "Prospectus Supplement") providing for the resale of the remaining 136,700 of the PSP Warrants by one or more selling security holders from time to time, as well as the resale of up to 136,700 shares of common stock issuable upon exercise of such PSP Warrants (collectively, the "Securities").

Sidley Austin LLP, counsel to UAL, has issued a legal opinion relating to the Securities. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The foregoing description of the PSP Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to each of the PSP Warrant Agreement, filed herewith as Exhibit 4.1, and the Form of PSP Warrant, filed herewith as Exhibit 4.2, each of which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits




Exhibit
 Number    Description of Exhibit
  4.1        Warrant Agreement, dated as of April 20, 2020, between UAL and the
           United States Department of the Treasury (filed as Exhibit 4.2 to UAL's
           Form 8-K filed on April 23, 2020, and incorporated herein by
           reference).
  4.2        Form of Warrant (included in Exhibit 4.1 as Annex B thereto).
  5.1        Opinion of Sidley Austin LLP dated October 29, 2020.
  23.1       Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto).
  104      Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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