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SEC Form 3

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* Kennedy Thomas C (Last) (First) (Middle) 1201 N TOWN CENTER DR (Street) LAS VEGAS NV 89144 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/13/2026	3. Issuer Name and Ticker or Trading Symbol Allegiant Travel CO [ ALGT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	5,894(1)(2)	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

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 and among the Issuer, Sun Country Airlines Holdings, Inc., ("Sun Country"), Mirage Merger Sub, Inc. ("Merger Sub 1"), a direct wholly owned subsidiary of the Issuer, and Sawdust Merger Sub, LLC ("Merger Sub 2"), a direct wholly owned subsidiary of the Issuer, (i) 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 the Issuer and (ii) 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 the Issuer (the "Second Merger" 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"), each share of Sun Country's common stock, par value $0.01 per share, was converted into the right to receive (i) $4.10 in cash, without interest and (ii) 0.1557 shares of the Issuer's common stock, par value $0.001 per share (collectively, the "Merger Consideration"). As of immediately prior to the First Effective Time, each Sun Country equity award held by the reporting person became fully vested (to the extent not yet vested), cancelled and converted into the right to receive the Merger Consideration.

	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.
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