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