0001127602-23-018872.txt : 20230616 0001127602-23-018872.hdr.sgml : 20230616 20230616162312 ACCESSION NUMBER: 0001127602-23-018872 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230616 FILED AS OF DATE: 20230616 DATE AS OF CHANGE: 20230616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DAVIS DAVID M CENTRAL INDEX KEY: 0001277174 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40217 FILM NUMBER: 231021498 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sun Country Airlines Holdings, Inc. CENTRAL INDEX KEY: 0001743907 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 824092570 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2005 CARGO ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55450 BUSINESS PHONE: 651-681-3900 MAIL ADDRESS: STREET 1: 2005 CARGO ROAD CITY: MINNEAPOLIS STATE: MN ZIP: 55450 FORMER COMPANY: FORMER CONFORMED NAME: SCA Acquisition Holdings, LLC DATE OF NAME CHANGE: 20180618 4 1 form4.xml PRIMARY DOCUMENT X0407 4 2023-06-16 0001743907 Sun Country Airlines Holdings, Inc. SNCY 0001277174 DAVIS DAVID M C/O SUN COUNTRY AIRLINES HOLDINGS, INC. 2005 CARGO ROAD MINNEAPOLIS MN 55450 1 1 President & CFO 0 Employee Stock Option (Right to Buy) 5.30 2023-06-16 4 A 0 11104 0 A 2023-06-16 2029-04-17 Common Stock 11104 241709 D Employee Stock Option (Right to Buy) 15.17 2023-06-16 4 A 0 2314 0 A 2023-06-16 2029-11-19 Common Stock 2314 76217 D On April 17, 2019, the reporting person was granted an option to purchase 396,563 shares of common stock. Upon a change in control, the option vests 33% if the Company's private equity investors achieve a MOIC of at least 3.0x, and 100% if the Company's private equity investors achieve a MOIC of at least 5.0x, with vesting with respect to achievement in between 3.0x and 5.0x subject to linear interpolation. If a change in control has not occurred by certain measurement dates following the Company's initial public offering, the unvested portion of the option may be eligible to vest based on achievement of certain performance criteria. On June 16, 2023, a change in control occurred, and the performance criteria for the fourth installment were met, resulting in vesting of the option as to 11,104 shares on June 16, 2023. On November 19, 2019, the reporting person was granted an option to purchase 82,616 shares of common stock. Upon a change in control, the option vests 33% if the Company's private equity investors achieve a MOIC of at least 3.0x, and 100% if the Company's private equity investors achieve a MOIC of at least 5.0x, with vesting with respect to achievement in between 3.0x and 5.0x subject to linear interpolation. If a change in control has not occurred by certain measurement dates following the Company's initial public offering, the unvested portion of the option may be eligible to vest based on achievement of certain performance criteria. On June 16, 2023, a change in control occurred, and the performance criteria for the fourth installment were met, resulting in vesting of the option as to 2,314 shares on June 16, 2023. /s/ Rose Neale, attorney-in-fact for David M. Davis 2023-06-16