David M. Davis - Jun 30, 2023 Form 4 Insider Report for Sun Country Airlines Holdings, Inc. (SNCY)

Signature
/s/ Rose Neale, attorney-in-fact for David M. Davis
Stock symbol
SNCY
Transactions as of
Jun 30, 2023
Transactions value $
-$33,029
Form type
4
Date filed
7/5/2023, 05:13 PM
Previous filing
Jun 16, 2023
Next filing
Sep 14, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SNCY Common Stock, par value $0.01 per share Sale -$33K -1.47K -4.47% $22.44 31.5K Jul 3, 2023 Direct F1

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 +217K +89.74% $0.00 459K Jun 30, 2023 Common Stock 217K $5.30 Direct F2
transaction SNCY Employee Stock Option (Right to Buy) Award $0 +45.2K +59.29% $0.00 121K Jun 30, 2023 Common Stock 45.2K $15.17 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents the number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated to satisfy the tax withholding obligations which are funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
F2 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 vesting of the option as to 11,104 shares occurred on that date. On June 29, 2023, the Company's Compensation Committee determined pursuant to the award agreement that the performance criteria for the final installment were met, resulting in vesting as to an additional 216,918 shares on June 30, 2023.
F3 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 vesting of the option as to 2,314 shares occurred on that date. On June 29, 2023, the Company's Compensation Committee determined pursuant to the award agreement that the performance criteria for the final installment were met, resulting in vesting as to an additional 45,189 shares on June 30, 2023.