O'Keeffe Patrick J. 4
4 · Sun Country Airlines Holdings, LLC · Filed May 15, 2026
Research Summary
AI-generated summary of this filing
Sun Country (SNCY) Director Patrick O'Keeffe Disposes 39,093 Shares
What Happened
Director Patrick J. O'Keeffe reported a disposition to the issuer of 39,093 Sun Country shares on May 13, 2026. The reported shares include 28,703 directly held common shares and 10,390 restricted stock units (RSUs) that were converted at the time of the merger. Per the Merger Agreement, each Sun Country share converted into $4.10 in cash and 0.1557 shares of Allegiant common stock, so the converted consideration equals $160,281.30 in cash and approximately 6,086.7801 Allegiant shares (no open‑market sale; shares were exchanged under the merger).
Key Details
- Transaction date: 2026-05-13; Form 4 filed: 2026-05-15 (timely filing).
- Transaction code: D (Disposition to issuer) — shares were converted/cancelled in connection with the mergers.
- Amount disposed: 39,093 Sun Country shares (28,703 direct + 10,390 RSUs).
- Consideration per share: $4.10 cash + 0.1557 Allegiant common shares.
- Total consideration received (per reporting person’s converted shares): $160,281.30 cash and ~6,086.78 Allegiant shares.
- Post-transaction: Reporting person no longer holds Sun Country common stock; holdings were converted under the merger.
- Notable footnotes: The transactions were effected under the Agreement and Plan of Merger (Jan 11, 2026); Sun Country is now Sun Country Airlines Holdings, LLC after the mergers.
Context
This was not an open-market sale but a conversion of stock and RSUs into cash and Allegiant shares as part of Allegiant’s two-step merger of Sun Country. Such dispositions tied to merger consideration are routine and reflect corporate transaction mechanics rather than discretionary insider selling.
Insider Transaction Report
- Disposition to Issuer
COMMON STOCK
[F1][F2][F3][F4]2026-05-13−39,093→ 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 28,703 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.