VOGEL JENNIFER L 4
4 · Sun Country Airlines Holdings, LLC · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Sun Country (SNCY) Director Jennifer Vogel Sells 59,588 Shares (Merger)
What Happened
Jennifer L. Vogel, a director of Sun Country Airlines Holdings (SNCY), recorded a disposition of 59,588 Sun Country shares on May 13, 2026. This disposition was not an open-market sale but the conversion of her 44,869 directly held shares and 14,719 RSU units into merger consideration under the Allegiant merger. Each Sun Country share converted into $4.10 in cash and 0.1557 shares of Allegiant common stock, implying ~ $244,311 cash and ~9,278 Allegiant shares in aggregate.
Key Details
- Transaction date: 2026-05-13 (reported on Form 4 filed 2026-05-15). Filing appears timely.
- Nature: Disposition to issuer in connection with the merger with Allegiant (conversion of shares/RSUs into merger consideration).
- Per-share merger consideration: $4.10 cash + 0.1557 Allegiant shares.
- Aggregate consideration (approx.): $244,311 cash and ~9,278 Allegiant shares for 59,588 Sun Country shares.
- Shares owned after transaction: Sun Country common shares converted in the merger (effectively zero Sun Country shares remaining from the converted amounts); reporter received Allegiant shares/cash instead.
- Footnotes: Transaction occurred under the Agreement and Plan of Merger dated Jan 11, 2026; Company reorganized as Sun Country Airlines Holdings, LLC; RSUs vested and were cancelled and converted to merger consideration.
Context
This was a merger-related conversion (disposition to issuer) rather than a routine insider sale or purchase. Such transactions reflect deal consideration (cash and parent-company stock) and are generally not viewed as a direct trading signal about the insider’s view of the public market for the company’s stock.
Insider Transaction Report
- Disposition to Issuer
COMMON STOCK
[F1][F2][F3][F4]2026-05-13−59,588→ 0 total
Footnotes (4)
- [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 44,869 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 14,719 restricted stock units previously granted to the reporting person, which, as of immediately prior to the First Effective Time, such Company RSU Awards became fully vested (to the extent not yet vested) and were cancelled and converted into the right to receive the Merger Consideration.