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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* SCA Horus Holdings, LLC (Last) (First) (Middle) 9 WEST 57TH STREET, 43RD FLOOR (Street) NEW YORK NY 10019 (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 X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/24/2021
	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)
			Code	V	Amount	(A) or (D)	Price
Common stock, par value $0.01 per share	05/24/2021		S		7,250,000	D	$33.12	33,650,020	I	See footnote(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. See Exhibit 99.1

	[see signatures attached as Exhibit 99.2]	05/25/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

Exhibit 99.1

 

(1)

The shares of common stock of Sun Country Airlines Holdings, Inc. (the “Issuer”) reported as beneficially owned are held of record by SCA Horus Holdings, LLC (the “Apollo Stockholder”).

 

	AP VIII (SCA Stock AIV), LLC is the sole member of the Apollo Stockholder. Antoine Munfakh and Patrick Kearney are the directors of AP VIII (SCA Stock AIV), LLC.
	Each of the reporting persons disclaims beneficial ownership of any securities reported herein as held by the Apollo Stockholder, or that may be beneficially owned by any of the other reporting persons, in each case except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
	The address of each of the Apollo Stockholder and Messrs. Munfakh and Kearney is 9 West 57th Street, 43rd Floor, New York, New York 10019. The address of AP VIII (SCA Stock AIV), LLC is One Manhattanville Road, Suite 201, Purchase, New York 10577.

 

 

 

Exhibit 99.2

 

This Statement on Form 4 is filed by: (i) SCA Horus Holdings, LLC, (ii) AP VIII (SCA Stock AIV), LLC, (iii) Antoine Munfakh, and (iv) Patrick Kearney.

 

Name of Designated Filer: SCA Horus Holdings, LLC

Date of Event Requiring Statement: May 24, 2021

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

 

	SCA Horus Holdings, LLC
	By:	AP VIII (SCA Stock AIV), LLC,
		its general partner
		By:	/s/ Laurie D. Medley
		Name:	Laurie D. Medley
		Title:	Vice President
	AP VIII (SCA Stock AIV), LLC
	By:	/s/ Laurie D. Medley
	Name:	Laurie D. Medley
	Title:	Vice President
	Antoine Munfakh
	/s/ Antoine Munfakh
	Patrick Kearney
	/s/ Patrick Kearny