Sec Form 3 Filing - Diamond Howard @ Frontier Group Holdings, Inc. - 2021-03-31

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Diamond Howard 2. Issuer Name and Ticker or Trading Symbol Frontier Group Holdings, Inc. [ ULCC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP, GC & Secretary (Last) (First) (Middle) C/O FRONTIER GROUP HOLDINGS, INC., 4545 AIRPORT WAY 3. Date of Earliest Transaction (MM/DD/YY) 03/31/2021 (Street) DENVER, CO80239 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 21,394 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Options (Right to Buy) $ 0.26 ( 1 ) 07/27/2024 Common Stock 657,400 D Restricted Stock Units ( 3 ) ( 2 ) ( 3 ) Common Stock 60,344 D Restricted Stock Units ( 3 ) ( 4 ) ( 3 ) Common Stock 35,150 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Diamond Howard C/O FRONTIER GROUP HOLDINGS, INC. 4545 AIRPORT WAY DENVER, CO80239 SVP, GC & Secretary Signatures /s/ Howard Diamond 03/31/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock options are fully vested and exercisable. ( 2 )The Restricted Stock Units vest in substantially equal annual installments on each of February 18, 2022 and February 18, 2023. ( 3 )Each Restricted Stock Unit represents a contingent right to receive one share of Issuer Common Stock. The Restricted Stock Units have no expiration date. ( 4 )The Restricted Stock Units vest in substantially equal annual installments on each of February 22, 2022, February 22, 2023 and February 22, 2024.

Remarks: Exhibit 24 - Power of Attorney

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 4(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).

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