SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Oaktree Holdings, Inc. (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR (Street) LOS ANGELES CA 90071 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Spirit Airlines, Inc. [ SAVE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/01/2011
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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, par value of $0.0001 per share	06/01/2011		J(1)		20,322,406	D	$12	29,402,848	I	See footnotes(2)(3)(4)(5)(6)(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person* Oaktree Holdings, Inc. (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Oaktree Capital Group, LLC (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Oaktree Capital Group Holdings, L.P. (Last) (First) (Middle) C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR (Street) LOS ANGELES CA 90071 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are shares of common stock, par value $0.0001 ("Common Stock"), of Spirit Airlines, Inc. ("Issuer") acquired pursuant to that certain Recapitalization Agreement dated as of September 17, 2010 (as amended, the "Recapitalization Agreement").

2. This Form 4 is being filed with respect to an aggregate of 20,322,406 shares of the Issuer's Common Stock that were acquired pursuant to the Recapitalization Agreement, of which (a) 425,532 shares were acquired directly by POF Spirit Foreign Holdings LLC ("Foreign Holdings"), resulting in direct ownership of 455,532 shares of Common Stock by POF Spirit, (b) 5,754,144 shares were acquired directly by OCM Spirit Holdings, LLC ("Holdings"), resulting in direct ownership of 6,224,144 shares of Common Stock by Holdings, (c) 12,262,865 shares were acquired directly by OCM Spirit Holdings II, LLC ("Holdings II"), resulting in direct ownership of 20,843,307 shares of Common Stock by Holdings II, (d) 1,300,220 shares were acquired directly by OCM Spirit Holdings III, LLC ("Holdings III"), resulting in directly ownership of 1,300,220 shares of Common Stock by Holdings III and

3. (e) 579,645 shares were acquired by OCM Spirit Holdings III-A, LLC ("Holdings III-A" and together with Foreign Holdings, Holdings, Holdings II and Holdings III, the "OCM Holding Entities" ), resulting in direct ownership of 579,645 shares of Common Stock by Holdings III-A.

4. This Form 4 is being filed by (i) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the general partner of Oaktree Capital Group Holdings, L.P. ("OCGH LP"), (ii) OCGH LP, in its capacity as the majority holder of the voting units of Oaktree Capital Group, LLC ("OCG"), (iii) OCG, in its capacity as sole shareholder of Oaktree Holdings, Inc. ("OHI"), (iv) OHI, in its capacity as general partner of Oaktree Capital Management, L.P. ("Capital Management"), (v) Capital Management, in its capacity as manager of the OCM Holding Entities, (vi) Holdings II, (vii) OCM Principal Opportunities Fund II, L.P. ("POF II"), as a member of Foreign Holdings, Holdings II and Holdings III-A, (viii) OCM Principal Opportunities Fund III, L.P., as a member of Foreign Holdings, Holdings II and Holdings III ("POF III"), (ix) OCM Principal Opportunities Fund III GP, L.P. ("Fund III GP"), as general partner of POF III,

5. (x) Oaktree Fund GP I, L.P. ("Oaktree GP"), as general partner of Fund III GP and POF II, (xi) Oaktree Capital I, L.P. ("Oaktree LP"), as general partner of Oaktree GP, (xii) OCM Holdings I, LLC ("OCM Holdings"), as general partner of Oaktree LP, and (xiii) Oaktree Holdings, LLC, as managing member of OCM Holdings ("OHL" and together with OCGH GP, OCGH LP, OCG, OHI, Capital Management, Holdings II, POF II, POF III, Fund III GP, Oaktree GP, Oaktree LP, and OCM Holdings, collectively the "Reporting Persons"). Each of OCGH GP, OCGH LP, OCG, OHI, Capital Management, Oaktree GP, Oaktree LP, and OCM Holdings may be deemed to have a beneficial interest in an aggregate of 29,402,848 shares of Common Stock that are directly owned by OCM Holdings Entities. POF II may be deemed to have a beneficial interest in an aggregate of 28,102,628 shares of Common Stock that are directly owned by Foreign Holdings, Holdings, Holdings II and Holdings III-A.

6. POF III and Fund III GP may be deemed to have a benficial interest in an aggregate of 28,823,203 shares of Common Stock that are directly owned by Foreign Holdings, Holdings, Holdings II and Holdings III. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person disclaims beneficial ownership of all shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any shares covered by this Form 4.

7. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and Kevin L. Clayton (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

	See Signatures included on Ex. 99.1	06/03/2011
	** Signature of Reporting Person	Date
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