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* Bricker Jude (Last) (First) (Middle) C/O SUN COUNTRY AIRLINES HOLDINGS, INC. 2005 CARGO ROAD (Street) MINNEAPOLIS MN 55450 (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 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 06/30/2023
	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
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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	07/03/2023		S		6,366(1)	D	$22.4392	76,691	D

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
Employee Stock Option (Right to Buy)	$5.3	06/30/2023		A		542,299		06/30/2023(2)	11/21/2028	Common Stock	542,299	$0	1,449,279	D

Explanation of Responses:

1. 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.

2. On November 21, 2018, the reporting person was granted an option to purchase 991,409 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 27,760 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 542,299 shares on June 30, 2023.

	/s/ Rose Neale, attorney-in-fact for Jude Bricker	07/05/2023
	** 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).
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