Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * FELENSTEIN CRAIG	2. Issuer Name and Ticker or Trading Symbol LINDBLAD EXPEDITIONS HOLDINGS, INC. [ LIND ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) 96 MORTON STREET 9TH FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 3/29/2020
(Street) NEW YORK, NY 10014 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	3/29/2020		M		4503	A	$0	46583	D
Common Stock	3/29/2020		F		1769	D	$5.03	44814	D
Common Stock	3/30/2020		M		6492	A	$0	51306	D
Common Stock	3/30/2020		F		2550	D	$4.28	48756	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	3/30/2020		M			6492	(2)	(2)	Common Stock	6492	$0	6491	D
Restricted Stock Units	(1)							(3)	(3)	Common Stock	7440		7440	D
Stock Options (Right to Buy)	$9.47 (4)							(4)	(4)	Common Stock	200000		200000	D
Restricted Stock Units	(1)	3/29/2020		M			4503	(5)	(5)	Common Stock	4503	$0	9005	D

Explanation of Responses:
(1)	Upon vesting, each restricted stock unit represents the right to receive one share of common stock or an equivalent amount of cash.
(2)	The restricted stock units vest in three equal annual installments beginning March 30, 2019, subject to the Reporting Person's continued employment or service with the Company or its subsidiaries on the applicable vesting date.
(3)	The restricted stock units vest in three equal annual installments beginning April 3, 2018, subject to the Reporting Person's continued employment or service with the Company or its subsidiaries on the applicable vesting date.
(4)	The options vest annually pro rata over a four-year period.
(5)	The restricted stock units vest in three annual installments beginning March 29, 2020, subject to the Reporting Person's continued employment or service with the Company or its subsidiaries on the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FELENSTEIN CRAIG 96 MORTON STREET 9TH FLOOR NEW YORK, NY 10014			Chief Financial Officer

Signatures
/s/ John J. Wolfel, Attorney-in-Fact for Craig Felenstein		4/1/2020
**Signature of Reporting Person		Date