BLAKEY MARION C 4
4 · Sun Country Airlines Holdings, LLC · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Sun Country (SNCY) Director Marion Blakey Disposes 39,157 Shares
What Happened
Marion C. Blakey, a director of Sun Country Airlines Holdings (SNCY), disposed of 39,157 Sun Country shares on May 13, 2026. This was not an open-market sale but a disposition to the issuer under the merger with Allegiant: each Sun Country share converted into $4.10 in cash and 0.1557 shares of Allegiant stock. The transaction yielded $160,543.70 in cash and approximately 6,096.74 Allegiant shares in aggregate.
Key Details
- Transaction date: May 13, 2026; Form 4 filed May 15, 2026 (timely filing).
- Consideration per Sun Country share: $4.10 cash + 0.1557 Allegiant shares.
- Total consideration for 39,157 shares: $160,543.70 cash + ~6,096.74 Allegiant shares.
- Shares held after transaction: Sun Country shares were converted/cancelled as part of the merger (no remaining SNCY common shares).
- Footnotes: The disposition reflects (a) 28,767 directly held Sun Country shares and (b) 10,390 previously granted restricted stock units that vested and converted in the merger. Sun Country changed from “Inc.” to “LLC” after the mergers.
- Transaction type: Disposition due to merger conversion (code D) — not a trade on the open market.
Context
This Form 4 reports conversion of Sun Country equity into merger consideration under the Agreement and Plan of Merger dated Jan 11, 2026. Such dispositions in a merger reflect contractual conversion of holdings rather than a director-initiated sale; they do not necessarily signal buying/selling intent.
Insider Transaction Report
- Disposition to Issuer
COMMON STOCK
[F1][F2][F3][F4]2026-05-13−39,157→ 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 28,767 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 10,390 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.