O'Keeffe Patrick J. 4

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.