David M. Davis - Jun 16, 2023 Form 4 Insider Report for Sun Country Airlines Holdings, Inc. (SNCY)

Role: President & CFO, Director
Signature: /s/ Rose Neale, attorney-in-fact for David M. Davis
Stock symbol: SNCY
Transactions as of: Jun 16, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/16/2023, 04:23 PM
Previous filing: Jun 9, 2023
Next filing: Jul 5, 2023
SEC: View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SNCY	Employee Stock Option (Right to Buy)	Award	$0	+11.1K	+4.82%	$0.00	242K	Jun 16, 2023	Common Stock	11.1K	$5.30	Direct	F1
transaction	SNCY	Employee Stock Option (Right to Buy)	Award	$0	+2.31K	+3.13%	$0.00	76.2K	Jun 16, 2023	Common Stock	2.31K	$15.17	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.