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