Sec Form 4 Filing - Mays Gregory A. @ Sun Country Airlines Holdings, Inc. - 2022-03-19

FORM 4 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 Mays Gregory A. 2. Issuer Name and Ticker or Trading Symbol Sun Country Airlines Holdings, Inc. [ SNCY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer & EVP (Last) (First) (Middle) C/O SUN COUNTRY AIRLINES HOLDINGS, INC., 2005 CARGO ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/19/2022 (Street) MINNEAPOLIS, MN55450 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, par value $0.01 per share 06/09/2022 A 9,550 A $ 0 11,805 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 Employee Stock Option (Right to Buy) $ 5.3 03/19/2022 A 82,617( 1 ) 03/19/2022 07/01/2029 Common stock 82,617 $ 0 289,494( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mays Gregory A. C/O SUN COUNTRY AIRLINES HOLDINGS, INC. 2005 CARGO ROAD MINNEAPOLIS, MN55450 Chief Operating Officer & EVP Signatures /s/ Eric Levenhagen, as attorney-in-fact for Gregory A. Mays 06/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 1, 2019, the reporting person was granted an option to purchase 330,465 shares of common stock. The option vests in six installments based on Sun Country's satisfaction of certain performance criteria. The performance criteria for the first installment were met resulting in vesting of the option as to 82,617 shares on March 19, 2022. ( 2 )On March 16, 2021, the reporting person filed a Form 3 which inadvertently reported that he owned an option to purchase 206,879 shares of common stock. In fact, the reporting person owned an option to purchase 206,877 shares of common stock. This error has been corrected in the number of options beneficially owned following the transaction reported in this Form 4.

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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