SEC FORM 3 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*
SIEGEL DAVID N
(Last) (First) (Middle)
C/O SPIRIT AVIATION HOLDINGS, INC.
1731 RADIANT DRIVE
(Street)
DANIA BEACH FL 33004
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2025 		3. Issuer Name and Ticker or Trading Symbol
Spirit Aviation Holdings, Inc. [ FLYY ]
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 221,774(1) 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
Performance Stock Units (2) (2) Common Stock 332,662 $0(3) D
Explanation of Responses:
1. Represents a grant of restricted stock units, vesting in full on the earlier to occur of (A) a change in control and (B) the three-year anniversary of March 12, 2025, subject to (i) the Reporting Person's continued employment through the applicable vesting date (subject to proration upon an earlier qualifying termination of service) and (ii) achieving a certain minimum share price condition.
2. Represents a grant of performance stock units ("PSUs"), reflected at the target number of shares underlying such PSUs. The PSUs will be earned and vest in full on the earlier to occur of (A) a change in control and (B) the three-year anniversary of March 12, 2025, subject to (i) the Reporting Person's continued service through the applicable vesting date (subject to potential vesting upon an earlier qualifying termination of service) and (ii) the level of achievement of a share price performance goal, measured at the end of a three-year performance period (or, if earlier, the date of a change of control of the Issuer).
3. The performance shares convert to common stock on a 1 to 1 basis.
Remarks:
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Thomas Canfield, as Attorney-In-Fact for David N. Siegel 04/28/2025
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.