New insider Bricker Jude claimed ownership of 92,043 shares (SEC Form 3)
$ALGT
Air Freight/Delivery Services
Consumer Discretionary
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 05/13/2026 | 3. Issuer Name and Ticker or Trading Symbol
Allegiant Travel CO [ ALGT ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 92,043(1)(2)(3)(4)(5)(6) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (right to buy) | (7) | 11/21/2028 | Common Stock | 290,291(7) | $25.78(7) | D | |
| Explanation of Responses: |
| 1. On May 13, 2026, pursuant to the Agreement and Plan of Merger dated as of January 11, 2026 (the "Merger Agreement"), by andamong the Issuer, Sun Country Airlines Holdings, Inc., ("Sun Country"), Mirage Merger Sub, Inc. ("Merger "Merger Sub 2"), a directwholly owned subsidiary of the Issuer, (i) Merger Sub 1 merged with and into Sun Country (the "First Merger"), with Sun Countrysurviving the First Merger as a direct wholly owned subsidiary of the Issuer and (ii) immediately after the First Merger, Sun Countrymerged with and into Merger Sub 2, with Merger Sub 2 surviving as a direct, wholly owned subsidiary of the Issuer (the "SecondMerger" and, together with the First Merger, the "Mergers"). |
| 2. Pursuant to the Merger Agreement, as of immediately prior to the effective time of the First Merger (the "First Effective Time"), eachshare of Sun Country's common stock, par value $0.01 per share ("Sun Country Common Stock"), was converted into the right toreceive (i) $4.10 in cash, without interest and (ii) 0.1557 shares of the Issuer's common stock, par value $0.001 per share ("IssuerCommon Stock") (collectively, the "Merger Consideration"). The reported amount includes 9,828 shares of Issuer Common Stockheld by the reporting person. |
| 3. As of immediately prior to the First Effective Time, each outstanding Sun Country restricted stock unit award ("Sun Country RSUAward") previously granted to the reporting person was assumed by the Issuer and converted into an Issuer restricted stock unit award("Issuer RSU Award") covering a number of shares of Issuer Common Stock equal to the product of (x) the number of shares of SunCountry Common Stock underlying the related Sun Country RSU Award and (y) the quotient obtained by dividing the MergerConsideration Closing Value by the Parent Measurement Price (each as defined in the Merger Agreement), rounded down to thenearest whole share. |
| 4. The Issuer RSU Awards continue to have the same terms and conditions as the related Sun Country RSU Awards, including anydouble-trigger vesting protections. Upon the reporting person's termination of employment upon consummation of the Mergers, theIssuer RSU Awards held by the reporting person became fully vested and were converted into 21,563 shares of Issuer Common Stock. |
| 5. As of immediately prior to the First Effective Time, each outstanding Sun Country performance-based restricted stock unit award("Sun Country PRSU Award") previously granted to the reporting person was assumed by the Issuer and converted into an Issuertime-based restricted stock unit award ("Issuer PRSU Award") covering a number of shares of Issuer Common Stock equal to thequotient obtained by dividing (i) the product of (A) the number of shares of Sun Country Common Stock underlying the related SunCountry PRSU Award (which was deemed to be equal to 125% of the target number of Sun Country PRSU Awards granted) and (B)the Merger Consideration Closing Value, by (ii) the Parent Measurement Price, rounded down to the nearest whole share. |
| 6. The Issuer PRSU Awards continue to have the same terms and conditions as the related Sun Country PRSU Awards, including anydouble-trigger vesting protections, provided that there are no longer any performance-based vesting conditions, and the Issuer PRSUAward is a time-vesting award eligible to vest on the last day of the performance period applicable to the Sun Country PRSU Award.Upon the reporting person's termination of employment upon consummation of the Mergers, the Issuer PRSU Awards held by thereporting person became fully vested and were converted into 60,652 shares of Issuer Common Stock. |
| 7. As of the First Effective Time, all outstanding stock options to purchase shares of Sun Country Common Stock granted to thereporting person, whether vested or unvested and regardless of exercise price, were automatically converted into stock options for theIssuer (each a "Converted Option"). Each Converted Option covers a number of shares of Issuer Common Stock equal to the productof (x) the number of shares of Sun Country Common Stock subject to the original grant and (y) the quotient obtained by dividing theMerger Consideration Closing Value by the Parent Measurement Price, rounded down to the nearest whole share, with acorresponding adjusted exercise price equal to the product of (A) the original exercise price per share and (B) the quotient obtainedby dividing the Parent Measurement Price by the Merger Consideration Closing Value, rounded up to the nearest whole cent andotherwise remains subject to the same terms and conditions as the original grant. |
| Robert B. Goldberg, under power of attorney | 05/15/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||