SEC FORM 4

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

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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^*

Biffle Barry

(Last)

(First)

(Middle)

C/O SPIRIT AIRLINES, INC.

2800 EXECUTIVE WAY

(Street)

MIRAMAR

33025

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Former Exec VP and CMO

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2013

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/16/2013		M		2,500	A	$7.8	34,300⁽¹⁾⁽²⁾	D
Common Stock	07/16/2013		J⁽³⁾		2,500	D	$0	31,800⁽¹⁾⁽²⁾	D
Common Stock	07/16/2013		J⁽³⁾		2,500	A	$0	29,989⁽²⁾⁽⁴⁾	I	See Footnote⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$7.8	07/16/2013		M			2,500	⁽⁶⁾	07/27/2020	Common Stock	2,500	$0	0⁽⁷⁾	D

Explanation of Responses:

1. Includes 31,800 Restricted Stock Units.

2. On May 17, 2013, the Reporting Person transferred 27,489 shares of Common Stock to Meabs Bay LP, a limited partnership in which the Reporting Person holds a controlling interest. The total amount of securities beneficially owned as reported herein reflects such transfer.

3. The Reporting Person transferred 2,500 shares of Common Stock to Meabs Bay LP, a limited partnership in which the Reporting Person holds a controlling interest, immediately following the option exercise reported herein.

4. Please note the Form 4 filed by the Reporting Person on May 7, 2013 inadvertently over reported the number of shares withheld by 177 shares. Therefore, the total amount of securities beneficially owned as reported herein reflects an adjustment of 177 shares.

5. Shares held by Meabs Bay LP, a limited partnership in which the Reporting Person holds a controlling interest.

6. 25% of the shares that remain subject to the option would vest and become exercisable on February 2, 2014. However, in accordance with Spirit Airlines, Inc.'s 2011 Equity Incentive Award Plan (the "Plan"), the remaining unvested shares subject to the option will not be exercisable as a result of the Reporting Person's resignation from the Company.

7. Due to the Reporting Person's resignation from the Company and the provisions of the Plan, the unvested portion of this option has been cancelled.

Remarks:

Former Executive VP and Chief Marketing Officer

	/s/ Thomas Canfield, as Attorney-In-Fact for Barry Biffle	07/18/2013
	** 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.
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