SEC FORM
4
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
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| 9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sun Country Airlines Holdings, Inc.
[ SNCY ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
06/01/2021
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common stock, par value $0.01 per share |
06/01/2021 |
|
S |
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1,087,500 |
D |
$33.12
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32,562,520 |
I |
See footnote
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| 9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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1. Name and Address of Reporting Person*
| 9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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1. Name and Address of Reporting Person*
| APOLLO GLOBAL MANAGEMENT, L.P. |
| 1301 AVENUE OF THE AMERICAS, 38TH FLOOR |
(Street)
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1. Name and Address of Reporting Person*
| 9 WEST 57TH STREET, 43RD FLOOR |
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(Street)
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| Explanation of Responses: |
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[see signatures attached as Exhibit 99.2] |
06/03/2021 |
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** 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: June 1, 2021
Issuer
Name and Ticker or Trading Symbol: Sun Country Airlines Holdings, Inc. [SNCY]
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SCA Horus Holdings, LLC |
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By: |
AP VIII (SCA Stock AIV), LLC, |
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its general partner |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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AP VIII (SCA Stock AIV), LLC |
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By: |
/s/ Laurie D. Medley |
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Name: |
Laurie D. Medley |
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Title: |
Vice President |
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Antoine Munfakh |
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/s/ Antoine Munfakh |
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Patrick Kearney |
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/s/ Patrick Kearney |
