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* Indigo Florida L.P. (Last) (First) (Middle) C/O INDIGO PARTNERS LLC 2525 EAST CAMELBACK ROAD, SUITE 800 (Street) PHOENIX AZ 85016 (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
Class A Common Stock(1)	06/01/2011		D(1)		5,182,212	D	$0	0	I	See Footnote(2)(4)
Class B Common Stock(1)	06/01/2011		D(1)		4,151,103	D	$0	0	I	See Footnote(2)(4)
Class A Common Stock(1)	06/01/2011		D(1)		5,666,655	D	$0	0	I	See Footnote(3)(4)
Common Stock(1)	06/01/2011		A(1)		9,333,315	A	$0	9,333,315	I	See Footnote(2)(4)
Common Stock(1)	06/01/2011		A(1)		5,666,655	A	$0	5,666,655	I	See Footnote(3)(4)
Common Stock	06/01/2011		A(5)		4,888,776	A	$12(5)	14,222,091	I	See Footnote(2)(4)
Common Stock	06/01/2011		A(5)		2,968,184	A	$12(5)	8,634,839	I	See Footnote(3)(4)

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* Indigo Florida L.P. (Last) (First) (Middle) C/O INDIGO PARTNERS LLC 2525 EAST CAMELBACK ROAD, SUITE 800 (Street) PHOENIX AZ 85016 (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* Indigo Miramar LLC (Last) (First) (Middle) C/O INDIGO PARTNERS LLC 2525 EAST CAMELBACK ROAD, SUITE 800 (Street) PHOENIX AZ 85016 (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* FRANKE WILLIAM A (Last) (First) (Middle) C/O INDIGO PARTNERS LLC 2525 EAST CAMELBACK ROAD, SUITE 800 (Street) PHOENIX AZ 85016 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to the Fourth Amended and Restated Certificate of Incorporation (the "Restated Certificate") of Spirit Airlines, Inc. (the "Issuer") filed immediately prior to the closing of the Issuer's initial public offering on June 1, 2011 (the "IPO"), each one (1) outstanding share of Class A Common Stock and each one (1) outstanding share of Class B Common Stock was reclassified as one (1) share of a newly-established class of stock of the Issuer designated as "Common Stock."

2. Shares held by Indigo Florida, L.P.

3. Shares held by Indigo Miramar LLC.

4. Indigo Pacific Partners LLC is the sole member of Indigo Pacific Capital LLC, which is the general partner of Indigo Pacific Management LP, which is the general partner of Indigo Florida, L.P. Indigo Management LLC is the manager of Indigo Miramar LLC. William Franke, a member of the Issuer's board of directors, is a managing member of Indigo Pacific Partners LLC and a manager of Indigo Management LLC and shares voting and investment power over the shares held by Indigo Florida, L.P. and Indigo Miramar LLC. Mr. Franke disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.

5. On June 1, 2011, in connection with the closing of the IPO, and pursuant to that certain Recapitalization Agreement, dated as of September 17, 2010 as amended May 25, 2011, by and among the Issuer, certain stockholders of the Issuer, and certain holders of all of the outstanding debt of the Issuer, including Indigo Florida, L.P. and Indigo Miramar LLC, in a transaction exempt pursuant to Rule 16b-3(d) under the Securities Exchange Act of 1934, the aggregate principal amount plus accrued and unpaid interest through June 1, 2011 of certain secured promissory notes held by Indigo Florida, L.P. and Indigo Miramar LLC, equal to $58.7 million and $35.6 million, respectively, was exchanged for 4,888,776 shares and 2,968,184 shares of Common Stock, respectively.

	/s/ Thomas Canfield, as Attorney-in-Fact for Indigo Florida, L.P.	06/01/2011
	/s/ Thomas Canfield, as Attorney-in-Fact for Indigo Miramar LLC	06/01/2011
	/s/ Thomas Canfield, as Attorney-in-Fact for William Franke	06/01/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.