X0303 4 2011-06-01 0 0001498710 Spirit Airlines, Inc. SAVE 0001403382 Oaktree Holdings, Inc. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403528 Oaktree Capital Group, LLC C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 0001403527 Oaktree Capital Group Holdings, L.P. C/O OAKTREE CAPITAL MANAGEMENT, L.P. 333 SOUTH GRAND AVE., 28TH FLOOR LOS ANGELES CA 90071 0 0 1 0 Common Stock, par value of $0.0001 per share 2011-06-01 4 J 0 20322406 12 D 29402848 I See footnotes 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"). 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 (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. 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, (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. 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. 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 2011-06-03