Mangione Christopher Michael 4
4 · Sun Country Airlines Holdings, LLC · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Sun Country Chief Accounting Officer Mangione Surrenders 10,682 Shares
What Happened
Christopher Michael Mangione, Sun Country's Chief Accounting Officer & VP, Finance, reported dispositions related to the company’s merger with Allegiant. On May 13, 2026 he: (a) disposed to the issuer 10,682 Sun Country shares (code D), and (b) had a derivative grant of 5,176 shares (code A) and an immediate disposition of those 5,176 derivative shares (code D). Prices are listed as N/A on the Form 4 because these transactions were part of the merger consideration rather than open-market trades. Under the merger terms, each Sun Country share converted into $4.10 in cash plus 0.1557 Allegiant shares; outstanding Sun Country RSU and PRSU awards were assumed and converted into Allegiant RSU/PRSU awards per the filing.
Key Details
- Transaction date(s): May 13, 2026. Form 4 filed May 15, 2026 (timely filing).
- Reported transactions: Disposition to issuer of 10,682 Sun Country shares; derivative grant (A) of 5,176 Allegiant-equivalent RSU shares and disposition (D) of 5,176 derivative shares — all shown as N/A price because they occurred under the merger agreement.
- Footnotes of note:
- F1–F2: Transactions occurred pursuant to the Agreement and Plan of Merger between Sun Country and Allegiant; Sun Country is now Sun Country Airlines Holdings, LLC.
- F3: 1,332 directly held Sun Country common shares were converted into the merger consideration (cash + Allegiant shares).
- F4: 9,350 outstanding Sun Country RSUs were converted into Allegiant RSU awards (Parent RSU Awards).
- F5: Performance-based RSUs were converted into Allegiant time‑based RSU awards (performance vesting removed but double‑trigger protections remain).
- Shares owned after transaction: The filing does not list a remaining direct Sun Country common-share balance post-merger; the reporting person has converted Allegiant RSU/PRSU awards as described in the footnotes.
Context
These entries reflect corporate-merger conversions and related issuer-side dispositions (not open-market selling). The derivative (A) and subsequent (D) entries reflect conversion/issuance of Allegiant RSU/PRSU awards and their immediate disposition to the issuer as recorded in the Form 4; consult the merger agreement footnotes for the mechanics and valuation (cash + Parent shares) used in the conversion. This is a transaction driven by the Allegiant merger, not an insider trade signaling a market view.
Insider Transaction Report
- Disposition to Issuer
COMMON STOCK
[F1][F2][F3][F4]2026-05-13−10,682→ 0 total - Award
Performance Restricted Stock Units
[F1][F2][F5]2026-05-13+5,176→ 5,176 total→ Common Stock (5,176 underlying) - Disposition to Issuer
Performance Restricted Stock Units
[F1][F2][F5]2026-05-13−5,176→ 0 total→ Common Stock (5,176 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 1,332 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 9,350 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.