0001127602-23-020189.txt : 20230705
0001127602-23-020189.hdr.sgml : 20230705
20230705171356
ACCESSION NUMBER: 0001127602-23-020189
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230630
FILED AS OF DATE: 20230705
DATE AS OF CHANGE: 20230705
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DAVIS DAVID M
CENTRAL INDEX KEY: 0001277174
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40217
FILM NUMBER: 231070548
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sun Country Airlines Holdings, Inc.
CENTRAL INDEX KEY: 0001743907
STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512]
IRS NUMBER: 824092570
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2005 CARGO ROAD
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55450
BUSINESS PHONE: 651-681-3900
MAIL ADDRESS:
STREET 1: 2005 CARGO ROAD
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55450
FORMER COMPANY:
FORMER CONFORMED NAME: SCA Acquisition Holdings, LLC
DATE OF NAME CHANGE: 20180618
4
1
form4.xml
PRIMARY DOCUMENT
X0407
4
2023-06-30
0001743907
Sun Country Airlines Holdings, Inc.
SNCY
0001277174
DAVIS DAVID M
C/O SUN COUNTRY AIRLINES HOLDINGS, INC.
2005 CARGO ROAD
MINNEAPOLIS
MN
55450
1
1
President & CFO
0
Common Stock, par value $0.01 per share
2023-07-03
4
S
0
1472
22.4379
D
31490
D
Employee Stock Option (Right to Buy)
5.30
2023-06-30
4
A
0
216918
0
A
2023-06-30
2029-04-17
Common Stock
216918
458627
D
Employee Stock Option (Right to Buy)
15.17
2023-06-30
4
A
0
45189
0
A
2023-06-30
2029-11-19
Common Stock
45189
121406
D
Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated to satisfy the tax withholding obligations which are funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
On April 17, 2019, the reporting person was granted an option to purchase 396,563 shares of common stock. Upon a change in control, the option vests 33% if the Company's private equity investors achieve a MOIC of at least 3.0x, and 100% if the Company's private equity investors achieve a MOIC of at least 5.0x, with vesting with respect to achievement in between 3.0x and 5.0x subject to linear interpolation. If a change in control has not occurred by certain measurement dates following the Company's initial public offering, the unvested portion of the option may be eligible to vest based on achievement of certain performance criteria. On June 16, 2023, a change in control occurred and vesting of the option as to 11,104 shares occurred on that date. On June 29, 2023, the Company's Compensation Committee determined pursuant to the award agreement that the performance criteria for the final installment were met, resulting in vesting as to an additional 216,918 shares on June 30, 2023.
On November 19, 2019, the reporting person was granted an option to purchase 82,616 shares of common stock. Upon a change in control, the option vests 33% if the Company's private equity investors achieve a MOIC of at least 3.0x, and 100% if the Company's private equity investors achieve a MOIC of at least 5.0x, with vesting with respect to achievement in between 3.0x and 5.0x subject to linear interpolation. If a change in control has not occurred by certain measurement dates following the Company's initial public offering, the unvested portion of the option may be eligible to vest based on achievement of certain performance criteria. On June 16, 2023, a change in control occurred and vesting of the option as to 2,314 shares occurred on that date. On June 29, 2023, the Company's Compensation Committee determined pursuant to the award agreement that the performance criteria for the final installment were met, resulting in vesting as to an additional 45,189 shares on June 30, 2023.
/s/ Rose Neale, attorney-in-fact for David M. Davis
2023-07-05