Patrick M. Shanahan - Dec 4, 2024 Form 4 Insider Report for Spirit AeroSystems Holdings, Inc. (SPR)

Role: President and CEO, Director
Signature: /s/ David Myers, Attorney-in-Fact
Stock symbol: SPR
Transactions as of: Dec 4, 2024
Transactions value $: -$3,892,223
Form type: 4
Date filed: 12/6/2024, 01:30 PM
Previous filing: Nov 19, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SPR	Class A Common Stock	Options Exercise		+273K	+247.19%		383K	Dec 4, 2024	Direct	F1, F2
transaction	SPR	Class A Common Stock	Tax liability	-$3.89M	-118K	-30.86%	$32.94	265K	Dec 4, 2024	Direct

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	SPR	Restricted Stock Units	Options Exercise	$0	-273K	-46.18%	$0.00	318K	Dec 4, 2024	Class A Common Stock	273K		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects the accelerated vesting of time-based restricted stock unit awards that were otherwise scheduled to vest in 2025 for the purpose of reducing or eliminating the excise tax imposed under Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, that would be imposed on amounts payable to the reporting person in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated June 30, 2024, among Spirit AeroSystems Holdings, Inc., The Boeing Company and Sphere Acquisition Corp.
F2	Restricted stock units convert into common stock on a one-for-one basis.
F3	On June 30, 2024, the reporting person was granted 272,573 restricted stock units, vesting on the earlier of (a) the one-year anniversary of the grant date and (b) the consummation of the transactions contemplated by the Merger Agreement, subject to the continued employment through such vesting date.