Insider filing report for Changes in Beneficial Ownership
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
AMENDMENT
NO. 3
Under
the Securities Exchange Act of 1934
Allegiant Travel
Company
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
01748X102
(CUSIP
Number)
ComVest
Allegiant Holdings, LLC
One North
Clematis Street, Suite 300
West Palm
Beach, Florida 33401
(561)
868-6074
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
Copy
to:
Alan I.
Annex, Esq.
Greenberg
Traurig, LLP
200 Park
Avenue
New York,
New York 10166
May 16,
2008
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See Section 240.13d-7 for other parties to whom copies
are to be sent.
*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
disclosures provided in a prior cover page.
The
information required on 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,
as amended (“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 PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ComVest
Allegiant Holdings, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)
o
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ComVest
Investment Partners II, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)
o
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
OO
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,508,270
|
|
|
8
|
SHARED
VOTING POWER
0
|
||
|
9
|
SOLE
DISPOSITIVE POWER
1,508,270
|
||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,508,270
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ComVest
II Partners, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)
o
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
3,226
|
|
|
8
|
SHARED
VOTING POWER
1,508,270
|
||
|
9
|
SOLE
DISPOSITIVE POWER
3,226
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,508,270
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,496
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ComVest
Group Holdings, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)
o
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
|
8
|
SHARED
VOTING POWER
1,511,496
|
||
|
9
|
SOLE
DISPOSITIVE POWER
0
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,511,496
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,511,496
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael
S. Falk
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)
o
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
68,899
|
|
|
8
|
SHARED
VOTING POWER
1,513,496
|
||
|
9
|
SOLE
DISPOSITIVE POWER
68,899
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,513,496
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,582,395
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
||
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Robert
L. Priddy
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF MEMBER OF A GROUP*
(a)
o
(b)
o
|
||
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS*
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
o
|
||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
104,203
|
|
|
8
|
SHARED
VOTING POWER
1,511,496
|
||
|
9
|
SOLE
DISPOSITIVE POWER
104,203
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,511,496
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,615,699
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
|
||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
||
Item
1. Security and Issuer
This
Amendment No. 3 (the “Schedule 13D/A”) amends the Statement of Beneficial
Ownership on Schedule 13D, originally filed with the Securities and Exchange
Commission on December 18, 2006 and amended by Amendment No. 1 thereto on June
13, 2007 and Amendment No. 2 thereto on February 14, 2008 (the original Schedule
13D as amended by Amendment No. 1 and Amendment No. 2, collectively, the
“Schedule 13D”), on behalf of ComVest Allegiant Holdings, LLC, (“ComVest
Allegiant”), ComVest Investment Partners II, LLC (“ComVest Investment”), ComVest
II Partners, LLC (“ComVest II Partners”), ComVest Group Holdings, LLC (“CGH”),
Michael S. Falk (“Falk”), and Robert L. Priddy (“Priddy”).
This
Schedule 13D/A is being filed on behalf of ComVest Allegiant, ComVest II
Partners, CGH, Falk, Priddy and ComVest Investment. This Schedule 13D/A relates
to the Common Stock, par value $0.001 per share (the “Common Stock”), of
Allegiant Travel Company, a Nevada corporation (the “Issuer”). The address of
the principal executive offices of the Issuer is 8360 S. Durango Drive, Las
Vegas, Nevada 89113. Unless specifically amended hereby, the disclosures set
forth in the Schedule 13D shall remain unchanged.
All
capitalized terms not otherwise defined in this Schedule 13D/A shall have the
meanings attributed to such terms in the Schedule 13D.
Item
2. Identity and Background
The last
paragraph of Item 2 is hereby amended and restated in its entirety as
follows:
Falk and
Priddy were members of the board of directors of the predecessor to the Issuer,
Allegiant LLC, since May 2005, and became members of the board of directors of
the Issuer on December 13, 2006. On November 4, 2007, Falk resigned from the board
of directors of the Issuer. On May 16, 2008, Priddy’s term on the board of
directors expired.
Item
5. Interest in
Securities of the Issuer
Item 5 is
hereby amended and restated in its entirety as follows:
(a) As set forth in the Issuer’s report on
Form 10-K for the year ended December 31, 2008 (filed on March 3, 2009), there
were 20,238,236 shares of Common Stock outstanding on February 20,
2009.
ComVest
Investment directly beneficially owns 1,580,270 shares of Common Stock of the
Issuer, representing approximately 7.5% of the outstanding shares of Common
Stock.
ComVest
II Partners directly beneficially owns 3,226 shares of Common Stock and, as the
managing member of ComVest Investment, may also be deemed an indirect beneficial
owner of the 1,580,270 shares of Common Stock held by ComVest Investment,
representing in the aggregate approximately 7.5% of the outstanding shares of
Common Stock.
CGH, as
the managing member of ComVest II Partners, may be deemed to have indirect
beneficial ownership of 1,511,496 shares, representing in the aggregate
approximately 7.5% of the outstanding shares of Common Stock.
Falk, by
virtue of the fact that he is a member of the Investment Committee for ComVest
II Partners, and, as such, controls the purchase and sale of investments by
ComVest Investment and ComVest II Partners, may be deemed to have indirect
beneficial ownership of the Common Stock owned by ComVest Investment and ComVest
II Partners. Falk has direct beneficial ownership of 68,899 shares of Common
Stock and may be deemed to have indirect beneficial ownership of 1,513,496
shares of Common Stock, representing in the aggregate approximately 7.8% of the
outstanding shares of Common Stock. However, Falk disclaims any indirect
beneficial ownership of such Common Stock.
Priddy,
by virtue of the fact that he is a member of the Investment Committee for
ComVest II Partners, and, as such, controls the purchase and sale of investments
by ComVest Investment and ComVest II Partners, may be deemed to have indirect
beneficial ownership of the Common Stock owned by ComVest Investment and ComVest
II Partners. Priddy has direct beneficial ownership of 87,844 shares of Common
Stock and may be deemed to have indirect beneficial ownership of 1,527,855
shares of Common Stock, representing in the aggregate approximately 8.0% of the
outstanding shares of Common Stock. However, Priddy disclaims any indirect
beneficial ownership of the 1,511,496 shares of Common Stock directly
beneficially owned by ComVest Investment and ComVest II Partners.
(b) ComVest Investment has the power to
vote or to direct the vote and the power to dispose and to direct the
disposition of 1,508,270 shares of Common Stock.
ComVest
II Partners, as the managing member of ComVest Investment, and CGH, as the
managing member of ComVest II Partners, have the power to vote or to direct the
vote and the power to dispose and to direct the disposition of the shares of
Common Stock held by ComVest Investment. Accordingly, ComVest II Partners and
CGH each have the power to vote or to direct the vote and the power to dispose
and to direct the disposition of 1,511,496 shares of Common Stock.
Falk and
Priddy, by virtue of the fact that they are members of the Investment Committee
for ComVest II Partners, the managing member of ComVest Investment, have the
power to vote or to direct the vote and the power to dispose and to direct the
disposition of the shares owned by ComVest Investment and ComVest II Partners.
Falk has power to vote or to direct the vote and power to dispose and to direct
the disposition of 1,582,395 shares of Common Stock. Priddy has power to vote or
to direct the vote and power to dispose and to direct the disposition of
1,615,699 shares of Common Stock.
(c) Except for the information set forth in
Item 3, which is incorporated herein by reference, the Reporting Person has not
effected any transaction relating to the Common Stock during the past 60
days.
(d) No other person is known by any
Reporting Person to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, any shares of Common Stock
beneficially owned by any Reporting Person.
(e) On June 5, 2007, as a result of the
Plan, ComVest Allegiant owns 0 shares and therefore ceased to be a beneficial
owner of Common Stock of the Issuer.
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.
|
Dated:
April 1, 2009
|
ComVest
Allegiant Holdings, LLC
|
|
|
By:
|
/s/ Michael
S. Falk
|
|
|
Michael
S. Falk, a Manager
|
||
|
By:
|
/s/ Robert
L. Priddy
|
|
|
Robert
L. Priddy, a Manager
|
||
|
Dated:
April 1, 2009
|
ComVest
Investment Partners II, LLC
|
|
|
By:
|
ComVest
II Partners, LLC, its Managing Member
|
|
|
By:
|
/s/ Robert
L. Priddy
|
|
|
Name:
|
Robert
L. Priddy
|
|
|
Title:
|
Managing
Member
|
|
|
Dated:
April 1, 2009
|
ComVest
II Partners, LLC
|
|
|
By:
|
/s/ Michael
S. Falk
|
|
|
Name:
|
Michael
S. Falk
|
|
|
Title:
|
Managing
Member
|
|
|
Dated:
April 1, 2009
|
ComVest
Group Holdings, LLC
|
|
|
By:
|
/s/ Michael
S. Falk
|
|
|
Name:
|
Michael
S. Falk
|
|
|
Title:
|
Chairman
and Managing Member
|
|
|
Dated:
April 1, 2009
|
|
/s/ Michael
S. Falk
|
|
Michael
S. Falk, individually
|
|
Dated:
April 1, 2009
|
|
/s/ Robert
L. Priddy
|
|
Robert
L. Priddy, individually
|
||
Exhibit
1
AGREEMENT OF JOINT
FILING
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby consent to the joint filing on their behalf of a single
Schedule 13D and any amendments thereto, with respect to the beneficial
ownership by each of the undersigned of shares of common stock, $0.001 par value
per share, of Allegiant Travel Company, a Nevada corporation. The undersigned
hereby further agree that this statement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of which counterparts shall together constitute one and the same
instrument.
|
Dated:
April 1, 2009
|
ComVest
Allegiant Holdings, LLC
|
|
|
By:
|
/s/ Michael
S. Falk
|
|
|
Michael
S. Falk, a Manager
|
||
|
By:
|
/s/ Robert
L. Priddy
|
|
|
Robert
L. Priddy, a Manager
|
||
|
Dated:
April 1, 2009
|
ComVest
Investment Partners II, LLC
|
|
|
By:
|
/s/ Robert
L. Priddy
|
|
|
Name:
|
Robert
L. Priddy
|
|
|
Title:
|
Managing
Member
|
|
|
Dated:
April 1, 2009
|
ComVest
II Partners, LLC
|
|
|
By:
|
/s/ Michael
S. Falk
|
|
|
Name:
|
Michael
S. Falk
|
|
|
Title:
|
Managing
Member
|
|
|
Dated:
April 1, 2009
|
ComVest
Group Holdings, LLC
|
|
|
By:
|
/s/ Michael
S. Falk
|
|
|
Name:
|
Michael
S. Falk
|
|
|
Title:
|
Chairman
and Managing Member
|
|
|
Dated:
April 1, 2009
|
|
/s/ Michael
S. Falk
|
|
Michael
S. Falk, individually
|
|
Dated:
April 1, 2009
|
|
/s/ Robert
L. Priddy
|
|
Robert
L. Priddy, individually
|
||