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Filing Details

Accession Number:: 0001104659-11-037599
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-07-01 16:21:06
Reporting Period:: 2011-06-29

Filing Date:: 2011-07-01
Accepted Time:: 2011-07-01 16:21:06
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1498710	Spirit Airlines Inc.	SAVE	Air Transportation, Scheduled (4512)	381747023

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
949509	Oaktree Capital Management Lp	C/O Oaktree Capital Management L.p. 333 South Grand Ave., 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1049809	Ocm Principal Opportunities Fund Ii Lp	C/O Oaktree Capital Management L.p. 333 South Grand Ave., 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1272111	P L Iii Fund Opportunities Principal Ocm	C/O Oaktree Capital Management L.p. 333 South Grand Ave., 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1319922	Ocm Principal Opportunities Fund Iii Gp, L.p.	C/O Oaktree Capital Management L.p. 333 South Grand Ave., 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1402746	Oaktree Fund Gp I, L.p.	C/O Oaktree Capital Management L.p. 333 South Grand Ave., 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1403525	Oaktree Capital Group Holdings Gp, Llc	C/O Oaktree Capital Management L.p. 333 South Grand Ave., 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1403530	Oaktree Capital I, L.p.	C/O Oaktree Capital Management L.p. 333 South Grand Ave., 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1407178	Ocm Holdings I, Llc	C/O Oaktree Capital Management L.p. 333 South Grand Ave., 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1407181	Oaktree Holdings, Llc	C/O Oaktree Capital Management L.p. 333 South Grand Ave., 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1521309	Ocm Spirit Holdings Ii, Llc	C/O Oaktree Capital Management L.p. 333 South Grand Ave., 28Th Floor Los Angeles CA 90071	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value Of $0.0001 Per Share	Disposition	2011-06-29	256,513	$11.28	29,146,335	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

The securities are shares of common stock, par value $0.0001 ("Common Stock"), of Spirit Airlines, Inc. ("Issuer") disposed of upon the exercise of the underwriters' overallotment option pursuant to that certain Underwriting Agreement dated as of May 25, 2011 (as amended, the "Underwriting Agreement").
This Form 4 is being filed with respect to 256,513 shares of the Issuer's Common Stock that were disposed of by OCM Spirit Holdings II, LLC (Holdings II") pursuant to the Underwriting Agreement.
This Form 4 is being filed by (i) Oaktree Capital Group Holdings GP, LLC ("OCGH GP") in its capacity as the general partner of Oaktree Capital Group Holdings, L.P. ("OCGH LP"), (ii) OCGH LP, in its capacity as the majority holder of the voting units of Oaktree Capital Group, LLC ("OCG"), (iii) OCG, in its capacity as sole shareholder of Oaktree Holdings, Inc. ("OHI"), (iv) OHI, in its capacity as general partner of Oaktree Capital Management, L.P. ("Capital Management"), (v) Capital Management, in its capacity as manager of POF Spirit Foreign Holdings LLC ("Foreign Holdings"), OCM Spirit Holdings, LLC ("Holdings"), Holdings II, OCM Spirit Holdings III, LLC ("Holdings III"), OCM Spirit Holdings III-A, LLC ("Holdings III-A" and together with Foreign Holdings, Holdings, Holdings II and Holdings III, the "OCM Holding Entities" ), (vi) Holdings II, (vii) OCM Principal Opportunities Fund II, L.P. ("POF II"), as a member of Foreign Holdings, Holdings II and Holdings III-A,
(viii) OCM Principal Opportunities Fund III, L.P., as a member of Foreign Holdings, Holdings II and Holdings III ("POF III"), (ix) OCM Principal Opportunities Fund III GP, L.P. ("Fund III GP"), as general partner of POF III, (x) Oaktree Fund GP I, L.P. ("Oaktree GP"), as general partner of Fund III GP and POF II, (xi) Oaktree Capital I, L.P. ("Oaktree LP"), as general partner of Oaktree GP, (xii) OCM Holdings I, LLC ("OCM Holdings"), as general partner of Oaktree LP, and (xiii) Oaktree Holdings, LLC, as managing member of OCM Holdings ("OHL" and together with OCGH GP, OCGH LP, OCG, OHI, Capital Management, Holdings II, POF II, POF III, Fund III GP, Oaktree GP, Oaktree LP, and OCM Holdings, collectively the "Reporting Persons"). Each of OCGH GP, OCGH LP, OCG, OHI, Capital Management, Oaktree GP, Oaktree LP, and OCM Holdings may be deemed to have a beneficial interest in an aggregate of 29,146,335 shares of Common Stock that are directly owned by OCM Holdings Entities.
POF II may be deemed to have a beneficial interest in an aggregate of 27,846,115 shares of Common Stock that are directly owned by Foreign, Holdings II and Holdings III-A. POF III and Fund III GP may be deemed to have a beneficial interest in an aggregate of 28,566,690 shares of Common Stock that are directly owned by Foreign Holdings, Holdings II and Holdings III. Holdings II directly owns 20,586,794 shares of Common Stock. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person disclaims beneficial ownership of all shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any shares covered by this Form 4.
OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, David M. Kirchheimer, Sheldon M. Stone, Larry W. Keele, Stephen A. Kaplan and Kevin L. Clayton (the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.