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^*

DAVIS DAVID M

(Last)

(First)

(Middle)

C/O SUN COUNTRY AIRLINES HOLDINGS, INC.

(Street)

MINNEAPOLIS

55450

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sun Country Airlines Holdings, Inc. [ SNCY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2021

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)

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)
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			100	⁽¹⁾	04/17/2029	Common Stock	100	$30.8775	309,791	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			1,249	⁽¹⁾	04/17/2029	Common Stock	1,249	$30.88	308,542	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			277	⁽¹⁾	04/17/2029	Common Stock	277	$30.885	308,265	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			1,225	⁽¹⁾	04/17/2029	Common Stock	1,225	$30.89	307,040	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			200	⁽¹⁾	04/17/2029	Common Stock	200	$30.8975	306,840	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			1,283	⁽¹⁾	04/17/2029	Common Stock	1,283	$30.9	305,557	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			303	⁽¹⁾	04/17/2029	Common Stock	303	$30.905	305,254	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			1,034	⁽¹⁾	04/17/2029	Common Stock	1,034	$30.91	304,220	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			200	⁽¹⁾	04/17/2029	Common Stock	200	$30.915	304,020	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			100	⁽¹⁾	04/17/2029	Common Stock	100	$30.9175	303,920	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			1,330	⁽¹⁾	04/17/2029	Common Stock	1,330	$30.92	302,590	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			2,600	⁽¹⁾	04/17/2029	Common Stock	2,600	$30.925	299,990	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			2,072	⁽¹⁾	04/17/2029	Common Stock	2,072	$30.93	297,918	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			25	⁽¹⁾	04/17/2029	Common Stock	25	$30.935	297,893	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			1,372	⁽¹⁾	04/17/2029	Common Stock	1,372	$30.94	296,521	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			600	⁽¹⁾	04/17/2029	Common Stock	600	$30.945	295,921	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			4,151	⁽¹⁾	04/17/2029	Common Stock	4,151	$30.95	291,770	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			226	⁽¹⁾	04/17/2029	Common Stock	226	$30.96	291,544	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			100	⁽¹⁾	04/17/2029	Common Stock	100	$30.9675	291,444	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			800	⁽¹⁾	04/17/2029	Common Stock	800	$30.97	290,644	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			303	⁽¹⁾	04/17/2029	Common Stock	303	$30.975	290,341	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			1,920	⁽¹⁾	04/17/2029	Common Stock	1,920	$30.98	288,421	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			180	⁽¹⁾	04/17/2029	Common Stock	180	$30.9875	288,241	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			200	⁽¹⁾	04/17/2029	Common Stock	200	$30.99	288,041	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			400	⁽¹⁾	04/17/2029	Common Stock	400	$30.995	287,641	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			1,850	⁽¹⁾	04/17/2029	Common Stock	1,850	$31	285,791	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			500	⁽¹⁾	04/17/2029	Common Stock	500	$31.005	285,291	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			1,682	⁽¹⁾	04/17/2029	Common Stock	1,682	$31.01	283,609	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			398	⁽¹⁾	04/17/2029	Common Stock	398	$31.015	283,211	D
Employee Stock Option (Right to Buy)	$5.3	09/13/2021		S			1,124	⁽¹⁾	04/17/2029	Common Stock	1,124	$31.02	282,087	D

Explanation of Responses:

1. Vest in four annual installments, subject to continued service, beginning April 11, 2019.

Remarks:

Trades made subject to a 10b5-1 plan.

	/s/ Eric M. Levenhagen	09/15/2021
	** 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).
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