Coley Stephen Andrew 4
4 · Sun Country Airlines Holdings, LLC · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Sun Country (SNCY) COO Stephen Coley Disposes Shares in Merger
What Happened
- Stephen Andrew Coley, Chief Operating Officer of Sun Country Airlines Holdings, LLC, reported dispositions and conversions tied to the May 13, 2026 merger with Allegiant. The Form 4 shows: a disposition of 43,838 Sun Country shares/units to the issuer and a related derivative award/acquisition and immediate disposition of 27,535 derivative units (total 71,373 units affected). Prices are listed as N/A on the Form 4 because the actions reflect merger consideration and conversion, not open-market trades.
- Per the merger footnotes, direct Sun Country common shares were converted into merger consideration (Per Share Cash Consideration of $4.10 and a Merger Exchange Ratio of 0.1557 Allegiant shares). Outstanding Sun Country RSU and PRSU awards were assumed/converted into Allegiant (Parent) RSU/PRSU awards with the terms described in the filing.
Key Details
- Transaction date: May 13, 2026; Form 4 filed May 15, 2026 (timely).
- Reported items: Disposition to issuer of 43,838 Company shares/units; Grant (derivative) of 27,535 Parent RSU/PRSU units and immediate disposition of those 27,535 derivative units.
- Prices/values on Form 4: N/A (conversion/merger consideration). Merger terms: $4.10 cash per Sun Country share plus 0.1557 Allegiant shares per Sun Country share (per footnotes).
- Shares affected breakdown (from footnotes): 6,294 direct Sun Country shares and 37,544 Company RSU units were part of the 43,838 reported; performance PRSUs were converted into Parent awards totaling 27,535 units.
- Shares held after transaction: Sun Country common shares/units were converted under the merger; the reporting person’s Sun Country holdings were replaced/converted into cash and Allegiant stock/awards as described.
Context
- These were not open-market purchases or sales but corporate conversion/cancellation and assumption of equity awards as part of the Allegiant merger—routine paperwork reflecting the deal consideration and award conversions, not a conventional insider buy/sell decision.
- The A (award) and D (disposition) derivative entries reflect conversion of Sun Country RSU/PRSU awards into Allegiant (Parent) awards and their disposition or conversion under merger terms.
Insider Transaction Report
Form 4Exit
Coley Stephen Andrew
SVP, Chief Operating Officer
Transactions
- Disposition to Issuer
COMMON STOCK
[F1][F2][F3][F4]2026-05-13−43,838→ 0 total - Award
Performance Restricted Stock Units
[F1][F2][F5]2026-05-13+27,535→ 27,535 total→ Common Stock (27,535 underlying) - Disposition to Issuer
Performance Restricted Stock Units
[F1][F2][F5]2026-05-13−27,535→ 0 total→ Common Stock (27,535 underlying)
Footnotes (5)
- [F1]On May 13, 2026, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 11, 2026, by and among Sun Country Airlines Holdings, Inc. ("Sun Country" ), Allegiant Travel Company ("Allegiant"), Mirage Merger Sub, Inc. ("Merger Sub 1") and a direct wholly owned subsidiary of Allegiant, Sawdust Merger Sub, LLC ("Merger Sub 2"), a direct wholly owned subsidiary of Allegiant: (a) Merger Sub 1 merged with and into Sun Country (the "First Merger"), with Sun Country surviving the First Merger as a direct wholly owned subsidiary of Allegiant and (b) immediately after the First Merger, Sun Country merged with and into Merger Sub 2, with Merger Sub 2 surviving as a direct, wholly owned subsidiary of Allegiant (the "Second Merger" and, together with the First Merger, the "Mergers"). All terms capitalized but not defined herein shall have the meaning given to them in the Merger Agreement.
- [F2](Continued from footnote 1) Following consummation of the Mergers, Sun Country Airlines Holdings, Inc. is now known as Sun Country Airlines Holdings, LLC.
- [F3]Reflects 6,294 shares of Sun Country common stock ("Company Shares"), par value $0.01 per share, held directly by the reporting person, which, as of the effective time of the First Merger (the "First Effective Time") were converted into the right to receive (a) $4.10 in cash, without interest (the "Per Share Cash Consideration") and (b) 0.1557 (the "Merger Exchange Ratio") shares of Allegiant common stock ("Parent Shares"), par value $0.001 per share (the "Per Share Stock Consideration" and, together with the Per Share Cash Consideration, the "Merger Consideration").
- [F4]Reflects each outstanding Sun Country restricted stock unit award ("Company RSU Award") consisting of 37,544 restricted stock units previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant restricted stock unit award ("Parent RSU Award") covering a number of Parent Shares equal to the product of (x) the number of Company Shares underlying such Company RSU Award and (y) the quotient obtained by dividing the Merger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share. The Parent RSU Awards will continue to have the same terms and conditions as the Company RSU Awards, including any double-trigger vesting protections.
- [F5]Reflects each outstanding Sun Country performance-based restricted stock unit award ("Company PRSU Award") previously granted to the reporting person, which, as of immediately prior to the First Effective Time, was assumed and converted into an Allegiant time-based restricted stock unit award ("Parent PRSU Award"), covering a number of Parent Shares equal to the quotient obtained by dividing (i) the product of (A) the number of Company Shares underlying such Company PRSU Award (deemed to be equal to 125% of the 'target' amount granted) and (B) the Merger Consideration Closing Value, by (ii) the Parent Measurement Price, rounded down to the nearest whole share. The Parent PRSU Awards will continue to have the same terms and conditions as the Company PRSU Awards, including any double-trigger vesting protections, but not any performance-based vesting conditions.
Signature
/s/ Rose Neale, as attorney-in-fact for Stephen Coley|2026-05-15