Sun Country Airlines Holdings Inc.

05/15/2026 | Press release | Distributed by Public on 05/15/2026 18:21

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Snow Colton Matthew
2. Issuer Name and Ticker or Trading Symbol
Sun Country Airlines Holdings, LLC [SNCY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Chief Commercial Officer
(Last) (First) (Middle)
C/O SUN COUNTRY AIRLINES HOLDINGS, INC., 2005 CARGO ROAD
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2026
(Street)
MINNEAPOLIS, MN 55450
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 05/13/2026 D 33,175(1)(2)(3)(4) D (1)(2)(3)(4) 0 D
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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 Underlying Securities
(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 of Derivative Security: 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
Stock Option (Right to Buy) $5.3 05/13/2026 D 6,795 (1)(2)(5) 11/07/2028 Common Stock 6,795 (1)(2)(5) 0 D
Stock Option (Right to Buy) $5.3 05/13/2026 D 6,815 (1)(2)(5) 04/17/2029 Common Stock 6,815 (1)(2)(5) 0 D
Performance Restricted Stock Units (1)(2)(6) 05/13/2026 A 32,291 (1)(2)(6) (1)(2)(6) Common Stock 32,291 (1)(2)(6) 32,291 D
Performance Restricted Stock Units (1)(2)(6) 05/13/2026 D 32,291 (1)(2)(6) (1)(2)(6) Common Stock 32,291 (1)(2)(6) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Snow Colton Matthew
C/O SUN COUNTRY AIRLINES HOLDINGS, INC.
2005 CARGO ROAD
MINNEAPOLIS, MN 55450
SVP, Chief Commercial Officer

Signatures

/s/ Rose Neale, as attorney-in-fact for Colton Snow 05/15/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On May 13, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 11, 2026, by and among Sun Country Airlines Holdings, Inc. ("Sun Country" ), Allegiant Travel Company ("Allegiant"), Mirage Merger Sub, Inc. ("Merger Sub 1") and a direct wholly owned subsidiary of Allegiant, Sawdust Merger Sub, LLC ("Merger Sub 2"), a direct wholly owned subsidiary of Allegiant: (a) Merger Sub 1 merged with and into Sun Country (the "First Merger"), with Sun Country surviving the First Merger as a direct wholly owned subsidiary of Allegiant and (b) immediately after the First Merger, Sun Country merged with and into Merger Sub 2, with Merger Sub 2 surviving as a direct, wholly owned subsidiary of Allegiant (the "Second Merger" and, together with the First Merger, the "Mergers"). All terms capitalized but not defined herein shall have the meaning given to them in the Merger Agreement.
(2) (Continued from footnote 1) Following consummation of the Mergers, Sun Country Airlines Holdings, Inc. is now known as Sun Country Airlines Holdings, LLC.
(3) Reflects 6,319 shares of Sun Country common stock ("Company Shares"), par value $0.01 per share, held directly by the reporting person, which, as of the effective time of the First Merger (the "First Effective Time") were converted into the right to receive (a) $4.10 in cash, without interest (the "Per Share Cash Consideration") and (b) 0.1557 (the "Merger Exchange Ratio") shares of Allegiant common stock ("Parent Shares"), par value $0.001 per share (the "Per Share Stock Consideration" and, together with the Per Share Cash Consideration, the "Merger Consideration").
(4) Reflects each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 26,856 restricted stock units previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant restricted stock unit award ("Parent RSU Award") covering a number of Parent Shares equal to the product of (x) the number of Company Shares underlying such Company RSU Award and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share. The Parent RSU Awards will continue to have the same terms and conditions as the Company RSU Awards, including any double-trigger vesting protections.
(5) Reflects each outstanding stock option to purchase Company Shares previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was automatically converted into stock option(s) for Parent Shares, regardless of exercise price (the "Converted Options" and each a "Converted Option"). Each Converted Option covers a number of Parent Shares equal to the product of (x) the number of Company Shares subject to the original Company Option and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share, with a corresponding adjusted exercise price equal to the product of (A) the original exercise price per share and (B) the quotient obtained by dividing the Parent Measurement Price by the Merger Consideration Closing Value, rounded up to the nearest whole cent and otherwise remains subject to the same terms and conditions as the original grant.
(6) Reflects each outstanding Sun Country performance-based restricted stock unit award ("Company PRSU Award") previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant time-based restricted stock unit award ("Parent PRSU Award"), covering a number of Parent Shares equal to the quotient obtained by dividing (i) the product of (A) the number of Company Shares underlying such Company PRSU Award (deemed to be equal to 125% of the 'target' amount granted) and (B) the Merger Consideration Closing Value, by (ii) the Parent Measurement Price, rounded down to the nearest whole share. The Parent PRSU Awards will continue to have the same terms and conditions as the Company PRSU Awards, including any double-trigger vesting protections, but not any performance-based vesting conditions.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Sun Country Airlines Holdings Inc. published this content on May 15, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 16, 2026 at 00:21 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]