Form SC 13G/A - Statement of Beneficial Ownership by Certain Investors: [Amend]
November 14 2024 - 3:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE
13G
(Amendment No. 3)*
| Under the Securities Exchange Act of 1934 |
|
Sun
Country Airlines Holdings, Inc. |
| (Name of Issuer) |
| |
|
Common Stock,
par value $0.01 per share |
| (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) |
| x |
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).
| 1 |
Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
SCA Horus Holdings, LLC |
| 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
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares |
| 6 |
SHARED VOTING POWER
11,161,105 shares |
| 7 |
SOLE DISPOSITIVE POWER
0 shares |
| 8 |
SHARED DISPOSITIVE POWER
11,161,105 shares |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,161,105 shares |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.1% |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
| |
|
|
|
|
| 1 |
Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
AP VIII (SCA Stock AIV), LLC |
| 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
Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares |
| 6 |
SHARED VOTING POWER
11,161,105 shares |
| 7 |
SOLE DISPOSITIVE POWER
0 shares |
| 8 |
SHARED DISPOSITIVE POWER
11,161,105 shares |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,161,105 shares |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.1% |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO |
| |
|
|
|
|
| 1 |
Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Antoine Munfakh |
| 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
USA |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares |
| 6 |
SHARED VOTING POWER
11,161,105 shares |
| 7 |
SOLE DISPOSITIVE POWER
0 shares |
| 8 |
SHARED DISPOSITIVE POWER
11,161,105 shares |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,161,105 shares |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.1% |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| |
|
|
|
|
| 1 |
Name of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Noah Falk |
| 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
USA |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
SOLE VOTING POWER
0 shares |
| 6 |
SHARED VOTING POWER
11,161,105 shares |
| 7 |
SOLE DISPOSITIVE POWER
0 shares |
| 8 |
SHARED DISPOSITIVE POWER
11,161,105 shares |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,161,105 shares |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) |
¨
|
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
21.1% |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
| |
|
|
|
|
| Item 1. |
(a) |
Name of Issuer |
| |
|
|
| |
|
Sun Country Airlines Holdings, Inc. |
| |
|
|
| |
(b) |
Address of Issuer’s
Principal Executive Offices |
| |
|
|
| |
|
2005 Cargo Road |
| |
|
Minneapolis, Minnesota 55450 |
| |
|
|
| Item 2. |
(a) |
Name of Person Filing |
| |
|
|
| |
|
This statement is filed by (i) SCA
Horus Holdings, LLC (“Apollo Stockholder”); (ii) AP VIII (SCA Stock AIV), LLC; (iii) Antoine Munfakh; and (iv) Noah
Falk. The foregoing are collectively referred to herein as the “Reporting Persons.” |
| |
|
|
| |
|
The Apollo Stockholder holds
securities of the Issuer. AP VIII (SCA Stock AIV), LLC is the sole member of the Apollo Stockholder. Antoine Munfakh and Noah Falk
are the directors of AP VIII (SCA Stock AIV), LLC. |
| |
|
|
| |
(b) |
Address of Principal Business
Office or, if none, Residence |
| |
|
|
| |
|
The address of the principal
office of each of the Apollo Stockholder and Messrs. Munfakh and Falk is 9 West 57th Street, 41st Floor, New York, New York
10019. The address of the principal office of AP VIII (SCA Stock AIV), LLC is 100 West Putnam Avenue, Greenwich, Connecticut 06830. |
| |
|
|
| |
(c) |
Citizenship |
| |
|
|
| |
|
The Apollo Stockholder and AP
VIII (SCA Stock AIV), LLC are each a Delaware limited liability company. Messrs. Munfakh and Falk are each United States citizens. |
| |
|
|
| |
(d) |
Title of Class of Securities |
| |
|
|
| |
|
Common Stock, par value $0.01 per share (the “Common
Stock”). |
| |
|
|
| |
(e) |
CUSIP Number |
| |
|
|
| |
|
866683105 |
| |
|
|
| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| |
|
|
| |
Not applicable. |
| |
|
|
| Item 4. |
Ownership. |
| |
|
|
| |
(a) |
Amount beneficially owned: |
| |
|
|
| |
|
Apollo Stockholder |
11,161,105 |
| |
|
AP VIII (SCA Stock AIV), LLC |
11,161,105 |
| |
|
Antoine Munfakh |
11,161,105 |
| |
|
Noah Falk |
11,161,105 |
| |
Each of the reporting persons disclaims beneficial ownership of all shares of Common Stock included in this report, and the filing of
this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for
purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
(b) Percent of class:
| |
Apollo Stockholder |
21.1% |
| |
AP VIII (SCA Stock AIV), LLC |
21.1% |
| |
Antoine Munfakh |
21.1% |
| |
Noah Falk |
21.1% |
| |
The percentages are based on 52,939,832 shares of Common Stock outstanding as of September 30, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on October 30, 2024. |
(c) Number
of shares as to which the person has:
(i) Sole
power to vote or to direct the vote:
0 for all Reporting Persons
(ii) Shared
power to vote or to direct the vote:
| |
Apollo Stockholder |
11,161,105 |
| |
AP VIII (SCA Stock AIV), LLC |
11,161,105 |
| |
Antoine Munfakh |
11,161,105 |
| |
Noah Falk |
11,161,105 |
(iii) Sole
power to dispose or to direct the disposition of:
0 for all Reporting Persons
(iv) Shared
power to dispose or to direct the disposition of:
| |
Apollo Stockholder |
11,161,105 |
| |
AP VIII (SCA Stock AIV), LLC |
11,161,105 |
| |
Antoine Munfakh |
11,161,105 |
| |
Noah Falk |
11,161,105 |
| Item 5. |
Ownership of
Five 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 Five 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. |
| | |
| |
Not applicable. |
| |
|
| Item 8. | Identification and Classification
of Members of the Group. |
| | |
| |
Not applicable. |
| |
|
| Item 9. | Notice of Dissolution of Group. |
| | |
| |
Not applicable. |
| |
|
| Item 10. | Certification. |
| | |
| |
Not applicable. |
[The remainder of this page is intentionally
left blank.]
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.
Date: November 14, 2024
| |
SCA
Horus Holdings, LLC |
| |
|
| |
By: |
AP VIII (SCA Stock AIV), LLC, |
| |
|
its sole shareholder |
| |
|
| |
|
By: |
/s/ James Elworth |
| |
|
Name: |
James Elworth |
| |
|
Title: |
Vice President |
| |
|
| |
AP VIII (SCA Stock AIV), LLC |
| |
|
| |
By: |
/s/ James Elworth |
| |
Name: |
James Elworth |
| |
Title: |
Vice President |
| |
|
| |
Antoine
Munfakh |
| |
|
| |
/s/ Antoine Munfakh |
| |
|
| |
NOAH
FALK |
| |
|
| |
/s/ Noah Falk |
EXHIBIT 1
JOINT FILING AGREEMENT
SUN COUNTRY
AIRLINES HOLDINGS INC.
In accordance with Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of the Statement
on Schedule 13G and any and all further amendments thereto, with respect to the securities of the above referenced issuer, and that this
Agreement be included as an Exhibit to such filing. This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original and all of which together shall be deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of November 14, 2024.
| |
SCA
Horus Holdings, LLC |
| |
|
| |
By: |
AP VIII (SCA Stock AIV), LLC, |
| |
|
its sole shareholder |
| |
|
| |
|
By: |
/s/ James Elworth |
| |
|
Name: |
James Elworth |
| |
|
Title: |
Vice President |
| |
|
| |
AP VIII (SCA Stock AIV), LLC |
| |
|
| |
By: |
/s/ James Elworth |
| |
Name: |
James Elworth |
| |
Title: |
Vice President |
| |
|
| |
Antoine
Munfakh |
| |
|
| |
/s/ Antoine Munfakh |
| |
|
| |
NOAH
FALK |
| |
|
| |
/s/ Noah Falk |
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