Jude Bricker - Jun 30, 2023 Form 4 Insider Report for Sun Country Airlines Holdings, Inc. (SNCY)

Role: Chief Executive Officer, Director
Signature: /s/ Rose Neale, attorney-in-fact for Jude Bricker
Stock symbol: SNCY
Transactions as of: Jun 30, 2023
Transactions value $: -$142,848
Form type: 4
Date filed: 7/5/2023, 05:36 PM
Previous filing: Jun 16, 2023
Next filing: Jul 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	-$143K	-6.37K	-7.66%	$22.44	76.7K	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	+542K	+59.79%	$0.00	1.45M	Jun 30, 2023	Common Stock	542K	$5.30	Direct	F2

* 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 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.

Content

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.

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.