UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sun Country Airlines Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
866683105
(CUSIP Number)
September 30, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 399473107 |
| 1 | NAMES OF REPORTING PERSONS
PAR Investment Partners, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
2,505,506 | ||||
| 6 | SHARED VOTING POWER
None | |||||
| 7 | SOLE DISPOSITIVE POWER
2,505,506 | |||||
| 8 | SHARED DISPOSITIVE POWER
None | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,505,506 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. 399473107 |
| 1 | NAMES OF REPORTING PERSONS
PAR Group II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
2,505,506 | ||||
| 6 | SHARED VOTING POWER
None | |||||
| 7 | SOLE DISPOSITIVE POWER
2,505,506 | |||||
| 8 | SHARED DISPOSITIVE POWER
None | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,505,506 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
| CUSIP No. 399473107 |
| 1 | NAMES OF REPORTING PERSONS
PAR Capital Management, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER
2,505,506 | ||||
| 6 | SHARED VOTING POWER
None | |||||
| 7 | SOLE DISPOSITIVE POWER
2,505,506 | |||||
| 8 | SHARED DISPOSITIVE POWER
None | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,505,506 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
| |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
Item 1(a) Name of issuer.
Sun Country Airlines Holdings, Inc.
Item 1(b) Address of issuer’s principal executive offices.
2005 Cargo Road
Minneapolis, MN 55450
Item 2(a) Name of person filing.
PAR Investment Partners, L.P.
PAR Group II, L.P.
PAR Capital Management, Inc.
Item 2(b) Address or principal business office or, if none, residence.
PAR Capital Management, Inc.
200 Clarendon Street, FL 48
Boston, MA 02116
Item 2(c) Citizenship.
State of Delaware
Item 2(d) Title of class of securities.
Common Stock, par value $0.01
Item 2(e) CUSIP No.
866683105
Item 3. If this statement is filed pursuant to §§240.13d–1(b) or 240.13d–2(b) or (c), check whether the person filing is a:
Not applicable
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
Each reporting person: 2,505,506
(b) Percent of Class:
Each reporting person: 4.7%
(c) (1) Number of shares as to which each reporting person has:
(i) sole power to vote or to direct the vote 2,505,506
(ii) shared power to vote or to direct the vote 0
(iii) sole power to dispose or to direct the disposition of 2,505,506
(iv) shared power to dispose or to direct the disposition of 0
Item 5. Ownership of 5 Percent or Less of a Class.
If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☒
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
The sole general partner of PAR Investment Partners, L.P. is PAR Group II, L.P. The sole general partner of PAR Group II, L.P., is PAR Capital Management, Inc. Each of PAR Group II, L.P. and PAR Capital Management, Inc. may be deemed to be the beneficial owner of all shares held directly by PAR Investment Partners, L.P.
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of Group.
Not applicable
Exhibits.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| November 14, 2024 | ||||||
| PAR INVESTMENT PARTNERS, L.P. | ||||||
| By: | PAR Group II, L.P. | |||||
| its general partner | ||||||
| By: | PAR Capital Management, Inc. | |||||
| its general partner | ||||||
| By: | /s/ Steven M. Smith | |||||
| Steven M. Smith, Chief Operating Officer | ||||||
| PAR GROUP II, L.P. | ||||||
| By: | PAR Capital Management, Inc. | |||||
| its general partner | ||||||
| By: | /s/ Steven M. Smith | |||||
| Steven M. Smith, Chief Operating Officer | ||||||
| PAR CAPITAL MANAGEMENT, INC. | ||||||
| By: | /s/ Steven M. Smith | |||||
| Steven M. Smith, Chief Operating Officer | ||||||
